Shapeshifter of Kuoh (Discontinued)
by Omnisaurus
Summary: Due to a mishap in the Null Void with an old enemy and a dimensional portal generator, Ben is sent to a world closely mirroring his own...only with angels, devils, fallen angels and yokai hiding in plain sight from the rest of the world. Having been thrust into a world full of mythological beings from one full of alien beings, how will our favorite hero deal with it? (Discontinued)
1. Fighting a Familiar Face

**Hey guys! This is my first story so please be gentle and try not to flame both it and me into oblivion too hard.**

**I was inspired by the works of Emiyn and I kind of ripped off his introduction sections and the general scenario of Ben being stuck in the Null Void for two years after the ending of Season 2 Episode 13 of the original Ben 10 series before Ben is sent to another world that isn't his because of Phil screwing things up for him. But don't worry, that is the only thing of his I plan on ripping off (and if Emiyn is in fact reading this, sorry for ripping off your general scenario, it's just really good). Plus, you know what they say: imitation is the sincerest form of flattery.**

**Unless you completely copy someone else's work and claim that it is your own. Then that's being an asshole. But enough of that.**

**Anyways, if you guys are confused by the first chapter, just read the first chapter of The Null Fairy by Emiyn and that's pretty much everything that leads up to Ben being stuck in the Null Void for two years (damn, I am unoriginal).**

**So, why a crossover with High School DxD? Well, aside from there being only two Ben 10/High School DxD crossovers that I consider good (those being Ben 10: Dragon God of Life by DragneelGiant96 and Ben 10: Game of Life by mak89), I thought that making a Ben 10 & High School DxD crossover would make for both an interesting and fun first story.**

**One more thing that I should mention is that, like Emiyn does with the Bens in his stories, I am going to give the Ben in my story his own distinctive personality that is different than the canon Ben from the original series.**

**This Ben is a good deal more lazy and sarcastic than canon Ben. He has a weakness for sweets and salty things since he hasn't had any in two years (so he's kind of like Koneko in that way, minus being a cat person). While generally unmotivated to do things, he can be hardworking if he believes that his work will pay off. This version of Ben also curses a little bit because he has been in the Null Void for two years without anyone to tell not to do so. Whenever somebody calls him out on this, he gets defensive and says things like "I'm entitled to since I had to fight off Vilgax and Kevin before becoming stuck in the Null Void" or something similar to that.**

**Anyways, enjoy the story.**

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In the long run of things, people make up the masses of faceless, nameless bystanders that are ever so present throughout humanity's history. Usually a person's life, no matter how long or influential, will always be a mere footnote at best compared to the vast amount of events that make up Earth's history. And Earth itself is insignificant in the scale of the galaxy, which is in turn nothing compared to the infinite expanses of the universe.

However, there are exceptions to this rule. There are those whose names become etched into the history of their worlds and sometimes even the worlds beyond for centuries, millennia, even eons. Few ever reach this level of relevance and those that do gain that relevance through either great valor, evil or power.

The names of these people are known by the masses of all ages, either loved or hated: Heracles, Jesus Christ, Mahatma Gandhi and Adolf Hitler are but a few of the many people who have made their mark. However, one thing that the masses forget is that these people didn't just pop out of nowhere being 'good' or 'evil'. They were born, had childhoods, were influenced by outside factors and had to make choices. These people didn't start out relevant. They were once a part of the masses of faceless, nameless bystanders.

Now, another person is gaining this relevancy. That person's name: Benjamin Kirby Tennyson, otherwise known as Ben Ten. He too started out as a part of the masses, on his way to an existence of no interest. However, that all changed the night that he became the wielder of the Omnitrix, an incredible piece of technology that allowed him to transform into any sapient alien species within the Milky Way Galaxy.

From that night on, young Benjamin spent his summer vacation doing work as a traveling superhero. In the short span of his hero career, he had fought the zombies of extinct animals, battled extraterrestrial bounty hunters, saved countless people, defeated over a dozen different villains and even faced off against both an intergalactic warlord and a ghostlike alien trapped inside of the Omnitrix.

For a time, life was good for Ben, his cousin Gwen and his grandfather Max. However, these good times were not to last.

During one particular encounter with the intergalactic warlord Vilgax of Vilgaxia, previously known as Murray, and the misshapen former street thug Kevin Levin resulted in all three of them becoming stranded within a prison dimension known as the Null Void. This was a hostile world full of dangerous creatures and the worst of intergalactic prisoners, where to survive you had to either kill…or be killed.

From then on, Ben had to survive this eerie expanse of violence and malice. He needed to fight, kill and hide to ensure his survival, destroying his innocent past self in the process to better cope with the constant bloodshed he had to subject himself to in order to live. His psyche was shattered before being reforged stronger than before, giving Ben the will needed to carve himself a niche within the hellhole he now called a home. And for two years he would do just that and prove himself a strong and clever survivor.

So it should come to no surprise that he eventually managed to escape the prison space after two years of hard work and determination.

Our story begins there…

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**...**

Dear readers, please allow the author to direct your attention to a very large rock floating through the Null Void. While this dimension was meant to house intergalactic criminals and creatures that for some reason or another couldn't be kept safely back in Ben's home dimension, there were those that didn't fit into one of those two categories: settlers, wrongfully convicted prisoners and people at the wrong place at the wrong time. Our protagonist fit in the last category. And speaking of our protagonist, he's waking up somewhere on the aforementioned rock.

Ben rubbed his eyes as he started to rise up from his makeshift bed that consisted of the skins of various Null Void creatures, namely a pack of Vulpimancers that had made the unfortunate mistake of attacking the Omnitrix wielder on a particularly bad day.

That day had been made better by Ben getting enough new furs to make himself a new bed. May those foolish Vulpimancers rest in peace.

Ben was currently wearing a dull grey shirt that had black lines with olive green pants that had black stripes on the bottom and a pair of black and white sneakers. Due to the Null Void's lack of sunlight, Ben's skin had paled slightly and the lifestyle that had allowed him to survive the dimension had gifted Ben a slim but muscular build, similar to that of a young athlete's. His brown hair had also grown out to the point that his bangs would occasionally get in the way of seeing.

"Today is the day," Ben said to himself excitedly as he sat up and stretched his arms, popping them in the process. After a moment of stretching, Ben rubbed the sleep out of his eyes and stood up. Looking down at the Omnitrix, Ben started scrolling thought all of the silhouettes of the various aliens that he had unlocked, both before and after his accidental imprisonment to the Null Void. Upon finding the alien he wanted, Ben pushed down on the Omnitrix's dial.

A flash of emerald engulfed Ben, transforming him into a red, humanoid ray-like being with yellow horns, green eyes and two lightning bolt-shaped stripes. It also possessed a skinny tail, yellow patagia, gills along it's sides and skinny legs with two toes on the front and one two on the back. The alien's height increased by a good amount from Ben's normal height and the Omnitrix symbol was displayed on it's chest.

"**Jetray!**" the newly transformed Ben shouted out before flying over the edge of the rock. Upon going over the edge, he started gliding vertically downwards to a small hole that had been carved into the wall near the bottom of the rock through unknown processes.

The hole was under a section of stone that sloped inwards, preventing anyone from climbing down and getting to the hole without the very high risk of falling off and into...well, the void of the Null Void. The only possible way of getting there without that risk was if you could fly, levitate or had sticky appendages that allowed you to cling to rock while hanging upside down.

"Today is the day, today is the day, day is today, today is the day," Jetray kept repeating to himself with an excited smile on his face as he hovered in midair to reach his arm inside. After a bit of moving his arm around in search of whatever was inside, Jetray brought his arm back out with an item in hand. Once he secured his grip on it, Jetray flew back to the top of the rock and landed. Placing down the item he had grabbed, which was a machine about the size of the average Fedex box, another green flash enveloped Ben, transforming him into a new alien.

This alien was a rather minuscule one, being frog-like in nature with grey skin, two large eyes with horizontal eyelids, gills on the side of it's bulbous head and small, sharp teeth. Unlike Jetray who wore no clothing, a black and grey jumpsuit outfitted this transformation.

"**Grey Matter**!" the hyper intelligent amphibian announced before he started tinkering with the machine in front of him. Grey Matter would continue to work on the machine for several more hours, never noticing the figure watching from an ever-decreasing distance from away behind the large rocks. The figure never made any aggressive move towards Grey Matter and merely watched, waiting. After about six hours of continuous adjustment and modification, the Galvan deemed his work complete and transformed back into Ben in a flash.

"Finally! Two years in this stinking place, freedom at last!" Ben shouted out ecstatically as he pumped his fists in the air out of joy. T completion of this device, which was a dimensional portal generator, had taken almost a year and a half to complete and it was just about to pay off.

"_That's great Ben_," a male voice said from behind Ben, interrupting his little bout of happiness and causing him to spin on his heel as shock shot through his system. For some reason the voice sounded familiar to him. "_For me that is._"

Stepping out from the shadows was a familiar but unwelcome face making itself known to the shapeshifter. The owner of the voice was a rather tall man with hair that was starting to turn white from age. His fair skin hinted that he was Caucasian in ethnicity. His black clothing had certainly seen better days, as it was torn, burnt & dirtied in multiple places, and a permanent scowl seemed to have formed on the man's face. His facial hair was starting to grow long, as if he hadn't had a any access to a razor in awhile.

In short, it was pretty obvious that this man hadn't been doing nearly as well as Ben had in terms of surviving the Null Void.

"Oh great, a familiar face," Ben groaned out sarcastically before putting on an obviously fake smile as the man grabbed a pistol from his belt. "How ya doing Bill? Ya staying in shape? Eating healthy? Getting enough sleep?"

"It's Phil!" the now-revealed Phil hissed out in a mixture of annoyance & anger at having his name botched up. He didn't bother answering any of Ben's questions. "And if you don't want to die, I recommend that you step away from the portal generator."

"Uh huh," Ben said as his fake smile vanished, visibly unintimidated by Phil's threat. "And what makes you think you're able to back that threat up?"

"I'm so glad you asked," Phil said with a smile, sadistic glee entering his eyes. "You see, for the past year I've been watching you-"

"Stalker."

"Don't interrupt me! Anyways, for the past year I've been watching you and observing you use all of the alien forms you have. I knew that eventually you would come up with some way to escape this accursed dimension with either your Galvan or Cerebrocrustacean form, so I watched and waited. All the while, I also developed counter strategies to every alien that you've transformed into, even your Vaxasaurian form. I'm pretty confident when I say that I can take you down."

"Uh-hu," Ben said unimpressed and not buying it for a second. "Well, since you're so confident, then I think I can spare one more beatdown for old time's sake before I hit the road and head back to Earth." Ben took a fighting stance with his hand hovering over the Omnitrix. "Whaddaya say Bill? Round two?"

Phil grinned in psychotic glee before he shot at Ben in bloodlust, letting his actions do the talking. Ben quickly slammed down on the dial of the Omnitrix, blinding his assailant with a green flash before it died down. Phil opened his eyes, expecting to see some variety of dead or, at least, injured alien, only to be greeted to the sight of a short, fat, blob-like creature wearing green underwear with no visible injuries. It's eyes were green, his clawed hands were bearlike and the feet were similar to an elephant's. The Omnitrix symbol was located on the front of the creature's underwear and right below it's belly button.

"This guy may be **The Worst**," the new alien said as the bullet Phil had shot at him bounced off of his elastic, rubbery hide and onto the ground, surprising the assailant, "but even he comes in handy sometimes."

"That form is a new one," Phil muttered to himself annoyed before he started releasing shot upon shot on the Atrocian. Every time Phil fired though, The Worst would just give cries of 'ouch' and 'ow' as bullets bounced or ricocheted off of him. When Phil finally figured out that he was just wasting precious ammo, he placed his gun back into the holster on his belt and pulled a large hunting knife from it's sheath.

"I may not be able to harm you because of that transformation's skin," Phil began as he started running towards Ben, "but your eyes and the inside of your mouth are another story!"

"Probably," The Worst admitted nonchalantly with a shrug. "But that knowledge doesn't mean anything if you never get the chance to find out if it's true or not."

"We'll see about that you damn brat!" Phil exclaimed while running towards Ben, knifepoint rushing towards The Worst's left eye. Just as Phil was just to plunge the blade into Ben's eye, The Worst touched the Omnitrix symbol once more. As Ben transformed once again, Phil was forced to close his eyes.

Gritting his teeth in frustration, the ex-Plumber continued to charge forwards in an attempt to try and end this fight before Ben turned into something stronger; just because he had developed strategies to deal with every alien that he had seen didn't mean that they were easy to pull off.

If you had to potentially try and climb up the back of an angry Vaxasaurian to use a Hephaestan Neuro Grip on it, you'd want to try and end the fight as soon as possible too.

As soon as the flash died down, Phil opened his eyes to see that nothing had been impaled upon his knife. Quickly looking around, he saw nothing resembling any sort of life anywhere. It was as if the Omnitrix bearer had just vanished into thin air. Anger welled up from within Phil as he looked everywhere for Ben, not willing to just leave the Null Void without getting some sort of revenge now.

"TENNYSON!" Phil yelled out in frustration and anger. "STOP HIDING AND FIGHT ME!"

"Who said I'm hiding Bill?" asked a gravelly voice that sounded very close. Phil turned around and looked in every direction wildly to try and find whatever had spoken but didn't find anything. "If anything, you're overlooking me."

"IT'S PHIL, YOU INSUFFERABLE PEST!" the ex-Plumber raged, swinging his knife through the air in unadulterated, unthinking anger. "WHERE ARE YOU TENNYSON?! HAVE YOU TURNED INVISIBLE?"

"Invisible, no," the voice said. "Invincible, yes."

Following that statement, a sharp pinprick of pain shot up from the back of Phil's neck like something minuscule was biting him. Growling in a mix of pain and annoyance, Phil used his knife-free hand to smack the area from which the pain was originating. His effort to crush the perpetrator was rewarded by the pain vanishing almost immediately. Phil smirked, thinking he had crushed his foe, before he felt something tiny move onto his palm and bite, prompting Phil to hold his hand in front of him to identify his attacker.

Standing upon Phil's palm was a tiny, brown flea-like creature with a single purple eye in the center of it's head, six limbs and a large lower jaw that was currently biting onto his palm. A construction worker's helmet sat atop his head and two holes on the top allowed for two antenna to poke out. The Omnitrix logo was on the alien's chest and the lower four limbs acted as legs while the two highest limbs were arms complete with hands. Speaking of which, said arms were currently crossed as the alien gave Phil an infuriating smirk.

'_Didn't think that I'd be fighting a flea'_ the ex-Plumber thought to himself with a gritted teeth before allowing a smirk of his own to cross his face. '_Although it does make crushing him like the bug he is easier._'

"Sup Bill?" Ben asked in a mocking voice as he released Phil's palm from his mouth, uncaring about the current size difference between he and the ex-Plumber. "Is it just me or have you gained weight?" That particular comment wiped the smirk off of Phil's face & made him snarl in anger as glared at the alien that he had curled his fingers around to crush.

"IT'S PHIL YOU DAMN FLEA!"

"Actually, the name is **Rockflea** in this form," the newly-dubbed Rockflea corrected from within Phil's hand, amused by both how easy it anger the former Plumber and how said Plumber couldn't do anything that could hurt him. "And you do know that you can't crush me so long as I'm this alien, right? In fact, you're helping me more than yourself since you keeping me closer to you is making what I'm about to do next a whole lot easier."

"What?"

Phil didn't have time to further question Rockflea since a green flash erupted from Phil's hand, forcing the man to open it and let go of Rockflea as he was replaced by something much larger. The alien now standing before Phil was taller than him by a good two or three feet. It greatly resembled a mummy that was made seemingly out of organic bandages and possessed glowing green eyes. The Omnitrix symbol was placed upon it's left shoulder like a sort of badge.

"This has been fun, but I think it's about time I **Snare-oh** up and leave," the mummy alien said in an attempt to pun (while failing horribly). Snare-oh stretched his elastic, bandage-like fingers towards Phil, who started hacking away at them the moment they came into range with his knife in an attempt to remain free from their clutches.

"Why haven't I seen any of these forms before? Did you unlock them just now?" Phil questioned while biting the inside of his right cheek, too focused on trying to stay uncaptured to get angry at the shapeshifter. Much to his chagrin though, whenever he cut off Snare-oh's fingers they would grow back mere seconds afterwards.

"No," Snare-oh replied, now looking around the surrounding area to make sure he and Phil were still alone; the noise of a fight could easily attract the attention of carnivorous creatures or other prisoners of the Null Void. "I just haven't used them over the past year. An indestructible punching bag and a flea can't really help you that much inside of a prison dimension. And as for Snare-oh, I just haven't had much of a reason to use him."

As Ben finished saying that, he managed to wrap one of his fingers around Phil's knife. Taking advantage of the opportunity before him, Snare-oh yanked the weapon out of Phil's grasp, sent it skidding & bouncing across the ground until it stopped several yards away from the fighting duo. Phil's face drained of color at this and he only had a moment to attempt to sprint towards his weapon before he was finally captured by Snare-oh. Said Thep Khufan then tightly bound the ex-Plumber, bound so tightly in fact that he wasn't able to remain standing anymore and fell to the ground like a freshly chopped tree.

"And if you don't need anything, I guess I'll be going now," Snare-oh said smugly as he started walking back towards the portal generator after he finished making sure he and Phil were still alone. "Have fun Bill! Remember to eat your vegetables while I'm gone. And send me a postcard while you're at it!"

"YOU CAN'T DO THIS TENNYSON!" Phil yelled out in anger as he squirmed within his bandages, loosening his arms just enough that they could reach down to his belt and grab his pistol without Snare-oh noticing.

"Ah, are you sad?" Snare-oh taunted over his shoulder as he continued to make his way towards the portal generator. "You want me to go get your _mummy _for you?"

The entangled man snarled in fury & grit his teeth together so hard that it hurt before he pulled his pistol out and aimed at the portal generator in a desperate attempt to get back at the twelve-year old. "IF I CAN'T LEAVE, THEN I'LL MAKE SURE THAT YOU CAN'T EITHER!"

"What?" Snare-oh asked in confusion. Ben turned around just in time to see Phil fire a shot at the portal generator. His eyes widened when he saw a bullet hole appear in the side of the portal generator and the machine started sparking electricity & small bolts of various energies. Turning around, the Thep Khufan glared at the human, who now sported a triumphant smirk.

"WAY TO GO FUCKTARD, NOW WE'RE BOTH SCREWED!" Snare-oh yelled angrily at Phil. The unexpected cursing from a twelve year old caused Phil to wipe off the smirk on his face in favor a smiling a little and giggling in humor at Ben's cursing.

"You kiss your mother with that mouth?" Phil asked after his small giggling fit. "I'm pretty sure that she wouldn't approve of your language."

"I'VE BEEN STUCK IN A FUCKING PRISON DIMENSION FOR GODDAMN TWO YEARS, I'M ENTITLED TO SPEAK HOWEVER I WANT!"

Phil began to start laughing his ass off at the cursing Omnitrix bearer before he was blinded by a green flash, which replaced Snare-oh with Jetray. The Aerophibian wasted no time in grabbing the still-bound ex-Plumber with his feet and attempting to take off into the air. Of course Phil didn't make it easy, thrashing within the bandages that held him and basically making flight impossible without the risk of immediate crashing.

"Let go!" Phil tried to command the red and yellow flyer. "I'll shoot you if you don't unhand me this moment Tennyson!"

Jetray growled in annoyance. "Do you _want_ get sucked into a black hole? If you don't stop thrashing in five seconds, then so help me, I'll leave you here to deal with the malfunctioning portal generator. I hope you know how to disable or fix it before the black hole starts."

Phil's eyes widened at that before he wisely chose to shut up and ceased his struggling in an effort to preserve his life. Jetray's face turned into a smirk of triumph at the ex-Plumber's newfound compliance. That compliance came just a moment too late though as a swirling vortex appeared behind Jetray and Phil, pulling them both towards it.

Their faces morphed into ones of fear as Jetray tried to enter hyperspace in an attempt to escape the pull of the black hole, but to no avail. Ben tried this several times as they were pulled closer & closer to the black hole before he realized that there was no chance of escape. Just before the two were pulled inside of the black hole, Jetray decided he needed to get one last quip in before his imminent doom.

"WELL, SEE YOU ON THE OTHER SIDE BIIIIIIIIIIILLLLLLLLLLL!"

"IT'S PHIL DAMMMMMMMMMNNNNNNNNNIIIIIIIIITTTTTTTT!"

And with that, the black hole swallowed up the bearer of the Omnitrix & the ex-Plumber, making the Null Void short of two prisoners. When the black hole finally ceased to be half an hour later, the rock that had been the stage for their battle had been sucked through, along with several other floating rocks nearby, which thankfully had no life on them.

The Null Void was now missing one corrupt intergalactic police officer and one shapeshifting hero. One could only wonder what had and would become of them.

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**Author's Notes**

**Before I end the chapter here, I am going to answer some questions that I will almost certainly get in the future.**

**Q1: Will Ben get a familiar?**

**A: Possibly. ****I haven't decided yet. In the case that I do give him one, it will not be either Ship or Skurd. Ship doesn't exist yet and Skurd (as much as I want him because of his snarky personality) doesn't have multiversal traveling capabilities. I am open to ideas about what Ben should get as a familiar, but don't make it too powerful (which means no recommending a hydra or Tiamat).**

**Q2: Will Ben have forms he didn't have in the original series?**

**A: As a matter ****of fact, he will. He'll get all of the original continuity aliens, the reboot aliens ****(even Overflow because I can just explain him away as a case of Cascans convergently evolving with Orishans)****, the ultimate forms and even some original forms like Ben's Hulex transformation, Rockflea. I won't give him transformations from species Emiyn has already made forms of like Dragonaut the alien dragon, Sludgestrike the Lenopan, Tenten the Sotoraggian and Copysplat the Limax for the sake of not ripping off Emiyn more than I have already with the general plot for this first chapter & a few minor details later.**

**Q3: Is Issei in this story?**

**A: Yes. He is still the same lovable pervert that we all know and love. He still has the Boosted Gear, the passionate obsession with breasts, the dream of becoming the harem king and everything else. Just because I'm bringing in one of the most OP characters in all of fiction into the DxD universe doesn't mean I need to make him any more OP by removing Issei and giving him a Longinus. That's just bad writing.**

**Q4: Will Ben have a harem?**

**A: Yes, he'll will get one **_**eventually**_**. **_**Eventually**_**. Why? Well, for two reasons. First is that this is a Highschool DxD story. Ben is being placed in a universe where polygamy is an accepted practice and women seem to gravitate towards men with high power. Of course I'm giving the kid a harem. Second reason is because Emiyn hasn't made any stories where Ben has a harem (he mentioned something about an AU where Ben ended up with Wendy, Meredy and Sherria once but eh, details). So I decided to beat him to the finish line in that regard and give Ben a harem.**

**The following will NOT be in ****the harem no matter what anyone says or does: ****Akeno Himejima, Asia Argento, Gabriel, Grayfia Lucifuge, Ingvild Leviathan, Irina Shidou, Jeanne, Kuroka, Raynare, Rias Gremory, Rossweisse, Sona Sitri, Venelana Gremory and Xenovia Quarta.**

**Update as of 4/25/2019: Originally Koneko was in this list but I removed her due to popular demand by my reviewers & because I thought the pairing was cute. I hope you're happy guys, because I begrudgingly am.**

**Anyways guys, be sure to leave a comment, either good or bad ****(if it's bad, please tell me how so so that I know what to avoid in the future). ****It really motivates me when I see people leave their opinions on my work. Until next time!**


	2. Welcome to Kyoto

**Um, wow. I didn't expect for this story to become this popular so quickly. Seriously, 21 favorites and 34 follows? Thanks guys. Your support means a lot to me. So, before I start this chapter, I'm responding to some reviews and answering some questions I've received.**

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**Questions and Reviews**

**ARSLOTHES: Gabriel **_**WILL**_ **appear, but she will **_**NOT**_ **be a part of Ben's harem. She's like several thousand years old and would not have an interest in him. ****Ben is twelve. ****She can probably be paired with Azazel, but definitely not Ben (and before anyone asks, not Issei either). But I do agree that she's hot.**

**Maximum Rhapsody: Ben isn't going to show up in front of Azazel or Michael. I can tell you that Ben's harem won't just include those three, but I'm not going to say who else is in it. As for Ben's Anodite heritage, I may have Ben learn how to use non-mana magic and excel at it because of said heritage, but if I do he's going to use the Omnitrix more often than he uses magic. I am not decided on other stories where Ben is twelve. I already stole a lot from Emiyn and I feel uneasy when I use plots and material I didn't originally create. So, as for now, I cannot answer that question. Try asking me another time in the future when this story is better established.**

**Nivek Beldo: I didn't ask for your opinion on Omniverse stuff. I do agree, however, that Emiyn makes his stories better than I do (granted, this is my first story) but I didn't ask for your opinion on that either. In fact, I'm pretty sure the only reason you left a review was to speak ill about my story. I'm fine with people doing that, as long as they leave **_**constructive criticism**_**. You, however, didn't do that. You just made a review that didn't even have proper capitalization or punctuation. So next time you try to shitpost, make sure you do it in a way that doesn't make you look like an illiterate idiot.**

**TheFreezerStreets: I considered doing that, but I think that too many stories start out with the protagonist conveniently falling in front of a member of the Gremory family and getting on good terms with them. So no, Ben isn't going to meet Rias right off the bat. Ben is also not getting adopted by anyone. He doesn't need someone to take care of him. He's been taking care of himself for two entire years inside of an alien prison dimension. He can take care of himself just fine in a resource-rich town.**

**alexmercerrock: Yeah, Alien X is in this. But I'm not bringing him out all willy-nilly. In the show, Ben never used him unless absolutely necessary, like when stopping a dam when it broke, trying to stop the universe from being destroyed, fighting the Rooters or engaging the Galactic Gladiator in combat.**

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It was a sunny day in the city of Kyoto, Japan. The sun was shining, birds were singing, flowers were blooming and the locals were either earning their livelihoods or visiting the various attractions. The resident Youkai were staying hidden from the human population as they went about their own daily lives and the Karasu-Tengu guards made sure none of them had any risk of revealing their world to the humans.

Life was good, especially if you were one of the two people on the roof of the currently closed-off Fushimi Inari Taisha who had finally gotten an opportunity to spend some time together without the older one's duties getting in the way.

The older person was a young woman with long blonde hair and golden eyes. She happened to be rather...well-endowed in certain _areas of interest_ as well. She wore a traditional white and red shrine maiden outfit closed by a red ribbon and had a golden crown atop her head. Oddly enough, she had a pair of furry fox ears atop her head and nine large, fluffy tails swaying behind her. Her name was Yasaka and she was both one of the last two nine-tailed foxes in existence and the leader of all the Youkai within the borders of Kyoto and the immediate surrounding area.

The younger one was a girl around eleven or twelve years old with similar hair and eyes. She wore almost the exact same outfit as Yasaka with the addition of a pair of tall geta on her feet. Also of interest was that she too had nine golden fox tails and sported a pair of matching fox ears. She was Kunou, princess of the Yokai of Kyoto, daughter of Yasaka and the only other nine-tailed fox in existence.

Right now, the mother and daughter were just enjoying each other's company on one of the few days that Yasaka didn't have any work to attend to. On most days Yasaka had various duties to perform as the leader and guardian of every Youkai within one of Japan's most famous and traveled-to cities. That meant lots of work to ensure that their society remained a secret and very little relaxation time for her. So when Yasaka had a chance to spend time with Kunou like this, they would always close off the trail to the Fushimi Inari Taisha and enjoy each other's company at the shrine while doing idle things like talk, eat lunch or just stare at the clouds passing by together in silence.

At the moment the two were lying side by side on the roof of the Fushimi Inari Taisha and watching the clouds go by. Were it any other day, the two would have likely remained there for hours before some Youkai causing trouble or bothersome bodily need like hunger or thirst forced them to leave the area. But not today.

Today was the day that the norm was destroyed and replaced by a shapeshifting alien hero from another dimension.

"Hey mom," Kunou said with curiosity in her voice as she stared at the sky to the west.

"Yes Kunou?" Yasaka asked in a soft voice, not looking away from her spot gazing at the sky in the north.

"Why are the clouds starting to swirl?"

"Are there clouds starting to swirl?" Yasaka asked with curiosity in her voice as she gazed over to the area where Kunou was looking at. The clouds were indeed starting to swirl together like a vortex over the forest next to the Fushimi Inari Taisha. "Oh, that's probably just some mischievous weather Youkai having fun again," Yasaka said, looking back to the clouds in the north.

"Then what's that black thing that they're swirling around?" Kunou pressed on, pointing at said black thing. Yasaka looked back at the vortex and squinted her eyes to get a better look at this 'black thing' that Kunou was talking about.

The clouds were indeed swirling around what looked to be a black sphere. Nothing was getting sucked towards it, but the clouds were drawn around it like planets moving around the sun. Strangely enough, it looked like rain was falling out of the sphere. However, when a gust of wind pushed some of the falling items towards them, it revealed the true identity of the rain to be...

"Pebbles?" asked Kunou, bewildered as she brushed them off of her shrine maiden outfit with a confused look. "Are there any Youkai in Kyoto that can make pebbles rain out of black things?"

Yasaka shook her head, just as confused as Kunou at this new development. She couldn't think of any beings that could make it rain pebbles or create black spheres except the Infinity Dragon God rumored to exist and maybe the Biblical God. However, Yasaka had heard rumors that the Biblical God had died during the Great War between the angels, fallen angels and devils and she was pretty sure that the Infinity Dragon God had better things to do with it's time than make it rain pebbles.

Just as Yasaka was about to tell Kunou to come along with her as she investigated, the black sphere spat out two figures before collapsing in on itself and disappearing from existence, leaving the clouds in a spiral pattern.

"Mom!" Kunou gasped out after she scrutinized the two falling figures. "Those are people!"

Yasaka's eyes darted to and focused on the two figures, confirming Kunou's claim: one was a brown-haired boy around Kunou's age in ragged clothing while the other was a seemingly unrelated man who was tied up in bandages for some unknown reason. Perhaps the weirdest part was that the bandaged man was screaming at the top of his lungs in fear while the child looked...resigned? Wait, no. He looked surprised but exasperated at the same time, like a minor annoyance had just taken place.

Yasaka chalked it up to the boy just being in shock at his new development. She was sure that had she been transported thousands of feet into the air without the ability to use magic, she wouldn't have fared any better than either one of the two.

Thinking fast to try and save the two free fallers, Yasaka closed her eyes and focused on changing herself into her giant nine-tailed fox form while also channeling her Youjutsu around her so that nobody outside of the two falling humans and Youkai could see her. Immediately, she felt her body undergo the transformation, changing itself from her human form to her massive vulpine form. The entire transformation took less than a moment to undergo, but to Yasaka it felt like hours were passing as she watched the two continue to free-fall closer and closer to their imminent doom.

"Kunou!" Yasaka called to her daughter as she tensed in preparation to run and catch the two. "Find the nearest Karasu-Tengu or Kitsune and tell them to bringer a healer to the forest as soon as possible. They might be injured."

Yasaka didn't give her daughter a chance to respond before she started running over the tops of the trees to get to the two as fast as possible while also using her Youjutsu to ensure that the trees weren't affected by her fox form's weight. The closer she got to the two, the faster they seemed to be falling, although Yasaka could tell that it was just her nerves acting up.

As the leader of the Kyoto Youkai ran, her eyes focused in on the young boy. She could only imagine what sort of unimaginable terror must be rushing through his head that could have rendered him unable to even scream in fear.

* * *

**...**

'_Well...I guess I should have expected something to go wrong at the last moment like always. I should probably transform myself into something that can fly and let Phil fall. Not something I would normally do, but at least it would give me one less problem for me to deal with in the future._'

Those were Ben's thoughts as the trees below started to rapidly get closer. While most people would start having their lives flash before their eyes or begin praying to whatever deities they worshipped right about now, this was pretty much a typical weekday for Ben, Null Void or not.

Falling from immeasurable distances towards certain doom? Not a problem if you could turn into a anthropomorphic pterosaur with a jetpack or a yellow blob in underwear resistant to most types of physical damage and harm.

On an unrelated note, Ben was surprised that it took so long to go through a black hole. He was sure that death would be immediate, but apparently the multiverse had other plans for him and kept both he & Phil alive. It had taken several minutes for the two of them to travel from one end of the black hole to the other, during which Ben decided that being Jetray no longer had any use and transformed back into a human once he saw that Phil wasn't dead.

Curiously, the rocks that were sucked into the black hole with them were crushed into tiny pieces. Why were they destroyed but not he and Phil? Ben didn't know and, frankly, he didn't care right now. He was just glad to not be dead or in the Null Void anymore, even if he was falling out of the sky at the moment.

Ben took a quick look around at his surroundings. It appeared that he was hurtling towards a lush, green forest that was besides a wooden temple of some sort. Ben could also see a bustling city a little ways off, meaning that he was at least close to people. That was both a good thing and bad thing. Good because he could find out where he was, clean himself off and get his first decent bite of food in two years. Bad because that meant that there was the risk that someone had seen him get spit out of the black hole or could see him transform. However, those were the least of his worries at the moment.

'_Oh look, a giant Ninetales running on top of the trees towards me and Bill_' Ben thought with a smidge of interest as he spotted what looked like a giant version of the fire-type fox Pokemon running towards them from below. '_Must be Dr. Animo having his fun again. Should've known he wouldn't be satisfied by just resurrecting dinosaurs and making giant, fire bats. Yeah, screw the consequences of people seeing me transform. I'm not about to let myself be eaten by a giant fox after just escaping the Null Void._'

Turning his head towards the still-screaming Phil (how he hadn't gotten any of the falling pebbles in his perpetually open mouth, Ben would never know), Ben briefly debated internally about whether he should to turn into Pesky Dust and knock him out before he deciding against it. The wind would probably blow his sleep dust away before it could even affect Phil and the fox was probably going to eat the corrupt officer anyways, so why even bother?

"Well Bill," Ben said, catching Phil's attention before he gave the ex-Plumber a mock salute and turned the dial of the Omnitrix to the alien he wanted. "It's been nice catching up with you, but now I gotta fly. The Ninetales is all yours. Enjoy the landing!"

"Wait, _what_?!" Phil asked in confusion that quickly morphed into terror when he figured out that he was being abandoned several thousand feet in the air. He was terrified so much that he didn't even bother to correct Ben that his name was Phil. A green flash enveloped Ben and died down, showing that the hero had been replaced with...a bunch of green slime that was starting to spread apart and scatter like the pebbles because of the wind buffeting it. After taking a moment to process this new development, Phil started screaming once again, still not noticing the nine-tailed fox running towards him over the tops of the trees.

If Phil had bothered to look up from his screaming, he would have noticed a small UFO-like device with a miniature Omnitrix logo on top levitating over a floating ball of that same green slime which was about the size of a basketball. The ball appeared to have two green eyes in the center of it, although it was hard to be sure as those were made out of slime as well.

"Well, shoot," the UFO said in a synthesized voice as the eyes of the slimeball narrowed in annoyance. "There goes most of my body with Bill. I knew I should have chosen Jetray instead of **Goop**. Great, now I have to go down there and risk an attack from that fox to pick myself up. Or I could try to regenerate, but that'll take a while since I've lost so much of myself."

The UFO seemed to look downwards at the fox and still-falling Phil, who had almost reached the trees by now. Closing it's eyes and releasing an exasperated sigh, the UFO/slime ball started to float downwards after the falling green goo. It would appear that finding out where he was would have to wait for later.

* * *

**...**

Yasaka had seen many things in her long life. She had witnessed kindness that would make angels and saints weep with joy and cruelty that could put the Old Satan Faction to shame any day. She had seen the rise and fall of heroes, heroines and tyrants and even experienced the near extinction of the nine-tailed foxes centuries ago with her now deceased mate. But in all of her near one thousand years of life, she had never seen a human boy become engulfed in a flash of green and become replaced by a mass of green liquid.

If Yasaka had to rank it on a list of the strangest things she had seen throughout her life, she would probably rank it at number three. Seeing the only female leader of the devils cosplaying as a magical girl and that one human man in the lab coat that could seemingly teleport without magic were just still too strange to beat in her mind.

The nine-tailed fox shook her head to clear her mind of any distractions before picking up the pace in her run. Yasaka wasn't sure how that had happened, but she shoved her curiosity to the back of her mind. It was probably too late to save the boy since green liquids weren't generally classified as living things, but Yasaka could still save the bound man.

'_Almost there_' Yasaka thought to herself as she came within a football field length of the falling man. He still had yet to notice her it seemed, so that at least meant she wouldn't have to immediately deal with him freaking out about a giant fox running towards him to snatch him up.

Once he was about five hundred feet over the trees, Yasaka leaped into the air to catch him in her jaws. To an outsider with no context, this would probably look like a giant fox leaping up to try and eat the unfortunate ex-Plumber. From Ben's perspective overhead, it looked exactly like that (not that she knew he was there). However, from Phil's perspective, it was an unexpected but welcome lifesaver, despite the current look of his rescuer. It also helped that her sharp teeth cut the bandages that he was bound in.

Once Phil had been gently caught in her jaws, Yasaka softly tightened her grip on him for their landing in a small forest clearing barely big enough for her to fit in while in her vulpine form. She ignored the pieces of green goo and pebbles that rained down and onto her fur (although she did briefly feel annoyed at the fact that she would have to wash and brush them out later) as she descended and eventually touched down onto the soft meadow grass.

Upon their landing, Phil gave out a heavy sigh of relief from her maw. While he had probably been in the air for about a minute and fifteen seconds, to the ex-Plumber it had felt like hours of torture through multiple near-heart attacks. Heck, he'd probably be having nightmares about this event for years to come.

Satisfied that she had saved at least one of the two and assured by herself that the boy couldn't have been saved even if she had run faster due to him having transformed too high for her to jump, Yasaka gently set Phil down on the luscious grass and released him before transforming back into her human form, not bothering to try and hide her fox ears and nine tails. Her face gave a smile of amusement when she saw Phil's eyes bulge as the giant fox that had been his savior transform into a beautiful woman in front of him.

Maybe he was dead and this was his Heaven.

Or maybe he had just hit his head really hard during the fight against Ben.

Either one was possible.

"Are you an angel?" Phil asked somewhat dumbly as he fell to his knees before Yasaka, ignoring the small bits of green goo that had dripped off of her shrine maiden outfit and onto the ground he was kneeling on. The blonde woman giggled in humor at his question before shaking her head.

"No, I'm afraid I'm from an entirely different pantheon. Guess again."

"Okay, not an angel. You aren't a devil are you? If so, then maybe Hell isn't as bad as people make it out to be."

Yasaka laughed out loud and clutched her stomach at that one. It looked like the human was trying to flirt with her. He wasn't the worst at it, but her husband had been much better and more subtle about it when he was still alive. In comparison, this human was like a clumsy kit admitting their crush on an older role model of the opposite gender: cute in a way but, as humans said, 'not gonna happen'.

"That's still the same pantheon," she replied as she regained control and wiped a tear from her eye. "No, I'm not a demon either. I'm a ni…."

"OH BIIIIIIIIIIIIILL! ARE YOU STILL ALIVE OR DID THE FOX EAT YOU? IF THE FOX ATE YOU, CAN I HAVE YOUR GUN AND KNIFE? AND SPEAKING OF THE FOX, DOES IT HAVE THE REST OF MY BODY? I CAN'T FIND MY LEFT LEG ANYWHERE!"

Phil grimaced in both fear and annoyance and Yasaka blinked at the watery-sounding voice. While she was no stranger to unique-sounding voices, she couldn't say that she had ever heard a voice quite like that one before. It gave off the impression that somebody was speaking through a bubble of water while still on land if that made any sense.

If the voice had been confusing, that was nothing when compared to who it belonged to. What resembled a UFO that had a green hourglass symbol on top of it flew out from the forest with a mass of the green goo with what appeared to be eyes floating underneath it. The strangest part came when it saw the similar green goo on the ground before Phil and Yasaka. With a (joyful?) look at the slime on the floor, the UFO-slime being hovered over to it and pulled the slime on the floor into the rest of the floating slime mass.

"Ah, _much_ better!" the UFO said as the slime morphed into a humanoid body that had toeless feet and four-fingered hands, further confusing the Nine-Tailed Fox. "I know that Goop can just regenerate body parts, but it just feels _so_ much better when I reabsorb and reform them instead. It's like I'm getting a good stretch."

The slime being looked like it was about to continue talking when it saw Yasaka staring at it with a simultaneously curious and confused expression on her face. The two stood there for a moment as they observed one another before the slime creature broke the silence.

"..."

"..."

"...uh, hi. My name is Ben, although you can call me Goop in this form. Say, have you happened to see a giant fox anywhere around here? It just rescued my would-be murderer."

An awkward silence reigned over the clearing as Yasaka processed Goop's words. As this happened, Phil had been slowly but surely walking backwards towards the trees as soon as Goop had arrived, hoping to not be noticed. While he was immensely thankful that this woman had just saved his life, he would rather not have to defend himself from an alien shapeshifter that was more than likely furious at him for destroying his Portal Generator. He would also like to escape having to explain himself to a woman who could turn herself into a giant fox if at all possible.

Just as Phil about five feet away from the trees, a green flash blinded both him and Yasaka. When the light died down, Yasaka's eyes widened at the creature that had replaced the slime being. In it's place stood a humanoid, rodent-like being with grey fur, black quills that took the place of hair and a pink, rat-like tail. Sharp teeth could be seen in the being's smiling mouth as it's yellow eyes narrowed in anticipation. The being wore an orange zip-up jacket and jeans with the Omnitrix dial was located on his chest beneath the jacket.

"**Porkuprick!**" the new creature announced with a sadistic spark in his eyes as he looked at Phil. Phil only had time to run a few more steps towards the forest before he felt a pricking sensation in his neck. The next step that Phil took ended with him face planting into the ground as paralysis took hold of his body and quickly rendering him unconscious. As this happened, the new being dubbed Porkuprick started clutching his knees and laughing.

"Hahaha, take that Bill!" Porkuprick said, pointing at Phil. "That's what you get for destroying my fucking portal generator and trying to stab and shoot me! Man, never thought I'd say this, but I'm so glad that I met Argit."

Turning his gaze back at Yasaka as soon as he finished laughing, the nine-tailed fox coated her hands with foxfire. Magical, blue flames covered her fists as she prepared to face off against this new creature. While Porkuprick arched an eyebrow up in interest, he made no move to do anything. A tense staring standoff briefly occured before Porkuprick ruined the tense atmosphere.

"So..." he drawled out. "You use magic? That's cool. Say, you wouldn't happen to be related to anybody named Charmcaster or Hex, would you?"

"No," Yasaka answered calmly, not relaxing or letting up on her stance. It would take more than a friendly question to calm her down it seemed, so Porkuprick decided to just cut to the chase.

"Any chance you can get rid of your fire there? I doubt that your fire is as hot as Heatblast's but I'd rather not be given the chance to find out."

"Heatblast?" Yasaka asked with an arched eyebrow, flaring up the flames in her hands slightly. "You know what, never mind. Where's Goop?"

"Goop and I are the same people," Porkuprick said as he unzipped his jacket and lifted up his white T-shirt up to show off the Omnitrix dial. "This thing on my chest lets me turn into different kinds of aliens."

"Uh-huh," Yasaka said dully, visibly unimpressed. "Aliens. Do I look like I was born yesterday?"

"I'm serious!" Porkuprick defended heatedly, getting unusually worked up about this. "This form and Goop are just alien transformations!"

"If those are just transformations, then show me your real form," Yasaka commanded, flaring the blue foxfire in her hands to seem more intimidating. While Yasaka was generally a benevolent and kind person, she also knew better than to blindly trust people. The death of her mate at the hands of a so called 'hero' twelve years ago proved that it could lead to disastrous consequences.

"Alright, alright!" Porkuprick said tensely, waving his hands around to get her to stop flaring the magic fire. "Sheesh, calm down! You quillshot one guy into unconsciousness and suddenly you're the bad guy."

Yasaka watched as Porkuprick slammed down on his chest dial before being forced to close her eyes as a green flash went off again. When she opened her eyes, they widened at the fact that the being that called itself Porkuprick had been replaced by the boy that she had failed to save from earlier.

Ben scratched the back of his head nervously as Yasaka stared at him. Staring was normal while Ben was in his alien forms but it was kind of making him uncomfortable when someone continued to stare at him while he was a human. The woman in front of him just watched with widened eyes, the blue fire in her hands disappearing just from the shock.

The leader of all the Youkai in Kyoto probably would have kept gapping at the shapeshifter before her for another few minutes if not for the sound of two gasps at the edge of the clearing, prompting both the queen of Kyoto and the heroic changeling from another dimension to break off their staring. They were greeted by the sight of Kunou and a kitsune medic both staring at Ben with widened eyes.

While Yasaka was trying to process all the developments going on, Kunou was internally bouncing in excitement at the thought of meeting an alien shapeshifter and the medic was trying to fathom how what Ben said could be possible, our hero had only one thought.

'_Well shit. There goes my secret identity._'

If only Ben knew that keeping a secret identity was going to be the least of his troubles in the future.

* * *

**Author's Notes**

**And the chapter ends as I bring in Love Interest Number 1, the Moemon Ninetales from CMagister's DeviantArt gallery. I really wanted to make a What Does The Fox Say joke, but I couldn't find any time where it would seem natural. Talk about wasted opportunity.**

**This chapter was going to be longer, but I wanted to upload sooner rather than later. Hope you guys are enjoying my lazy Ben so far. He's smart but generally unmotivated to do things unless they're of interest of him. He's probably going to end up becoming like a younger version of Ajuka Beelzebub. Only, you know, with aliens.**

**Heads up, next chapter is probably the last we ever see of Bill. And by Bill, I mean Phil.**

**On another note, yet another original alien like Rockflea! This time, it's a transformation based on Argit's species, with the DNA donor being Argit himself. What powers and abilities does that entail? Being able to shoot quills that can cause paralysis, street smarts and quick reaction times. While definitely not a powerhouse, he does make a pretty good sniper, con-man and thief.**

**Okay, now a bit of a request here. I need help coming up with names for the angel and fallen angel forms that Ben is eventually going to get (I already have a name for the devil transformation).**

**And before anyone asks, yes, Ben is going to get a nine-tailed fox transformation.**


	3. Meeting the Locals

**Man, this chapter took way too long to write. Hopefully this is the last time it takes me so long to write something of so little length.**

**You guys said you wanted it. I was going to make it anyways. Here comes another chapter. But before it starts though, I wanna say that people must **_**really**_ **love their Ben 10/High School DxD crossovers because, as of right now, I have 46 favorites and 69 follows. **

**I heard from TheRoundtable that Warner Brothers plan to create a live-action Ben 10 series. Can't say I'm too excited for it, but I'm not completely against the idea either. I'm just glad Ben 10 is still going on at all, even if it is the reboot or live action. Now onto reviews and questions.**

* * *

**Questions and Reviews**

**Jose19: Issei is going to be OP like he is in the light novels. I was referring to Ben when I was making the OP comment at the end of Chapter 1. As for Gabriel, I didn't say for sure that she would end up with Azazel. It was merely a suggestion that I wanted people's opinion on. Also, sex isn't poison to angels in the DxD universe (Irina being a part of Issei's harem proves that). Possessive feelings like lust are what makes them fall, not sex.**

**Maximum Rhapsody: I plan on adding the reboot aliens, those being Overflow, Gax, Shock Rock, Slapback and any others that Man of Action may create in the future. I have no plans to currently include Ben 10 villains inside of this story. I may have some sort of thing happen with Z'Skayr and Lord Transyl, if only to provide Ben with the DNA to reobtain Ghostfreak and get Whampire. Finally, the idea of Ben gaining closure with his loved ones in his homeworld does appeal to me. I'll think about maybe creating an arc of some sort revolved around that idea.**

**Milo S. Darek: Thanks! I'm trying to be original (outside of the premise created by Emiyn), which includes the aliens forms I create. Rockflea and Porkuprick are two out of the ten original aliens that I had Ben unlock in his time in the Null Void. That means that I have eight more left. What are they? If enough people ask, I may leak a few names to let you guys try and figure it out ;)**

**Nivek Beldo: Not hurt. Just minorly annoyed. If you want a story that has a Ben with a canon personality, then just look for other stories than mine and Emiyn's. Nobody is forcing you to read our stories. And on another note, your capitalization and punctuation are still incorrect. I would recommend you consult Rosetta Stone to learn proper English since it's seemingly not your first language, but that's merely a suggestion.**

**TheBeatles211: Thanks for the name recommendations. I know that I already said this in my PM to you, but just so everyone else knows, I have chosen the recommended name Seraphist as the name for Ben's angel form. As for the fallen angel form, a friend of mine recommended the name Downfall. I liked it, so I'm going to use it. Anyways, I just wanted to say thanks to both you and my friend for the name suggestions.**

* * *

The atmosphere was tense. Wait, no, tense wasn't the right word. That would imply that the atmosphere had been relaxed beforehand. Well, whatever the atmosphere was, it made almost everyone there uneasy.

As soon as Yasaka recovered from her shock, she apologized profusely to Ben for almost attacking him with her magic fire over the course of five minutes straight before introducing herself as the leader of the Yokai of Kyoto (not that Ben knew what Youkai were or where Kyoto was). Yasaka had then introduced the young girl that had entered the clearing with the kitsune medic as her daughter Kunou, princess of the Kyoto Yokai.

After the introductions had been taken care of, Kunou wasted no time in questioning Ben on how he had been able to change from a porcupine-man to a human boy. Seeing that this was going to take a long time to explain and deciding to trust the two with his secret since they probably couldn't risk telling anyone without sounding insane and possibly being sent to a mental ward, Ben told them to sit down with him on a log that had been laying on the other side of the clearing since explaining was going yo take some time.

Once they were sitting on the log, Ben told his story of how he had obtained the Omnitrix, what it was, how he had become a superhero over the course of his summer vacation while he traveled all over America (while conveniently skipping over his more embarrassing adventures like how he had released Megawatt in Sparksville and stopped Mycelium from releasing his spores into the atmosphere by dropping a bottle of Athlete's Foot Powder down it's mouth), his eventual stranding in the Null Void, his survival within said void while creating a way to return home and eventually the very one-sided fight with Phil.

As Yasaka and Kunou were marveling at his tales, the medic that Kunou had brought with her had decided to stand near the treeline watching the three from afar after she had checked both Ben and Phil (who was still unconscious and currently tied up to a tree by magical yellow ropes conjured up by Yasaka) for injuries. The medic would occasionally glance over at the shapeshifter warily before she would find some new way to distract herself; she wasn't sure if this boy was trustworthy, but he hadn't proven himself to be an enemy yet.

By the time Ben had finished explaining how he and Phil had ended up thousands of feet in the air, Kunou had been practically bouncing in her seat in excitement at his stories; not only was Ben a superhero, but he was a superhero her age that had just confirmed the existence of intelligent extraterrestrial life! How could she not get excited?

"So...any questions?" Ben asked as he glanced over at the two nine-tailed foxes staring at him, the youngest wriggling in excitement and the oldest gazing at him with barely masked curiosity.

"Oh, me!" Kunou said excitedly, waving her hand up in the air rapidly as her fox ears stood on end and her tails wagged behind her like a dog's tail would. "Can I try on the Omnitrix?"

"No," Ben answered bluntly, causing Kunou to deflate a little. "It's not a matter of trust, it's the fact that the Omnitrix doesn't come off. The Omnitrix is literally fused to my body and unless my arm gets cut off, it's not going anywhere for a _long_ time. Not even the alien tech Vilgax had on his ship was able to get it off of me."

"Is that so?" Yasaka asked as she stared at the watch with even more curiosity than before. She wondered if maybe magic would have better results than technology, although she slightly doubted it. She would have to ask Ben if she could test that out at a later date.

"Yep," Ben responded nonchalantly, popping the P at the end.

"I have another question!" Kunou said enthusiastically again, quickly getting over her bout of disappointment with her tails and ears standing up straight.

Ben shrugged. "Fire away."

"If you're from America, how come you're able to speak Japanese so fluently?"

"Oh, that's the Universal Translator function of my Omnitrix. It's one of the functions of the Omnitrix so that I can still talk to people when I'm transformed."

"You said that was one of the functions," Yasaka pointed out, leaning in closer to get a closer look at the alien device. "Apart from turning you into different alien species and acting as a translator, what else can it do?"

"Tonnes of things," Ben answered immediately. "It can prevent me from being possessed or mind controlled by others, repair genetic damage, provide a map of my nearby surroundings, access what's basically the intergalactic Internet, make sure I don't end up mutated by anything, act as a communication system, bring back extinct species, act as a homing signal..."

"Wait, did you just say it can bring back extinct species?" Yasaka interrupted Ben. If one looked closely at her face, they would be able to see a little flash hope glimmering in her eyes.

Centuries ago, the nine-tailed foxes had been hunted to near extinction by invading beings from other religions and human hunters for either control of their territories or to prove their strength to dissuade attacks from other supernatural pantheons. Yasaka and her mate had managed to survive that time period by not entering their giant fox forms or releasing their fox ears and tails anywhere but the inside of their home for several decades.

After about seventy years or so, it was deemed safe by the other Youkai of the region for them to enter their half-human/fox and giant fox forms. However, while the two of them had survived, it appeared as though they were the only ones of their kind that had escaped extinction. It that had been both sad and terrifying for Yasaka and her mate to be the last ones left of their kind, but they had managed to pull through together.

Zoom forwards a few centuries and, after many failed attempts, Yasaka and her mate finally succeeded in ensuring that they wouldn't be the last of their kind. For a while, it looked like the happy couple would be starting a family. Then a wandering group of Sacred Gear users known as the Hero Faction passed through the area and asked for refuge & resources. Despite her pleas for him to deny them because of their past experiences with Sacred Gear users, Yasaka's mate agreed to provide them with shelter at their castle home for the night.

Unfortunately for the nine-tailed foxes though, the so-called 'heroes' had been ordered to capture them in order to gain control over the Youkai of Kyoto to use as slaves for their endeavors. Upon accidentally hearing that piece of information from two members lost in the hallways that night, her mate had flown into a rage before he proceeded to burn all of the Hero Faction members to ash with his foxfire.

However, in the ensuing chaos, he failed to notice that he had missed one hero that had snuck up on him before putting their blue, gold and silver spear to very effective use.

The hero ended up dying shortly after the fight, sustaining too many injuries from the battle, but the damage was done: Yasaka was now a single parent and her daughter would have to live with being the last of her kind if anything ever fell upon Yasaka and vice versa. For the past decade, Yasaka had silently resigned herself to that fate and chosen to be content with making sure that both she and her daughter had the longest, happiest lives possible.

However, if the Omnitrix that the boy had _could_ in fact bring back extinct species, then there was now a chance that the nine-tailed fox race could once more walk the lands of Japan. There was a chance that the Omnitrix could make it so that she and Kunou were no longer endlings.

"Yeah," Ben answered nonchalantly, not noticing the look of rapidly-growing look of hope on Yasaka's face, which confused Kunou. "It requires a lot of other machines, but essentially it copies the genetic sample inside of the Omnitrix and-"

"How does it gets genetic samples?"

"Stop interrupting me. Anyways, I've gotten three of my transformations from the genetic donor touching the Omnitrix interface, but there's also a scan mode so that I can capture DNA from a dista-_yagh!_"

Ben didn't have a chance to finish his sentence since Yasaka grabbed the poor boy by his wrist before pulling him closer. Once he was close enough, Yasaka draped her hand over the watchlike device, much to Ben's confusion. What confused Ben even more was when the Omnitrix turned yellow, signaling that it had just entered Capture Mode.

Ben blinked as the Omnitrix's dial popped out and sent a yellow beam over the older woman, scanning her to add her DNA to the Omnitrix before the beam surprisingly turned towards the kitsune medic watching over Phil in the background. Thankfully her back was turned towards them at the time so she didn't notice the beam scan over her and add her DNA to the alien device. Upon completing it's scans, the Omnitrix dial retreated back into it's usual position and returned back to it's original green color.

Ben looked at the Omnitrix, then Yasaka, then back at the Omnitrix. It took him a few moments to realize what had just occurred and what that entailed: his new magic friends weren't human. A moment of silence dominated the clearing before Ben finally broke it.

"So...you're not human?" Ben asked, confused at this development while wearing an expression that made it look like he had been slapped with a wet fish. Yasaka looked stunned that he didn't know before and almost tripped, but just Kunou giggled in humor at Ben's question.

"No silly," she said with a smile, pointing to her fox ears and multiple tails. "Humans don't have furry ears or tail. I thought that was pretty obvious."

The Omnitrix wielder blinked as though he was just noticing those traits for the first time.

"So those are real, huh? I thought that you had just..." Ben started mumbling something incoherent while lowering his voice and looking away from the nine-tailed foxes. Yasaka leaned forward in an attempt to hear what was being said but to no avail.

"What?" Yasaka asked, unable to make out his mumbling.

"Nothing!" Ben answered all too quickly. He would never say so out loud, but he had thought Yasaka & the other two were a group of magic users that had just came from a furry convention and were wearing fox cosplay.

It was entirely possible. When one fights alien ghosts trapped inside of watches, massive ticks that drain the life out of planets and warlord Cthulhu, the mind tends to start jumping to more outlandish conclusions.

But now that Ben knew that the furry ears and tails were indeed real body parts, there was no way in Hell that he was going to say any of that out loud. "So, what are you then?" Ben asked, trying to continue the conversation in an attempt to make them forget about his previous mumbling.

"The grumpy lady over there is a kitsune and me & my mom nine-tailed foxes!" Kunou answered excitedly. As soon as she finished saying that, Ben vaguely remembered some show that his cousin Kenneth had made Ben watch with him at one time about some loudmouth ninja in orange with an evil demon fox with nine tails sealed within his gut. If that show was accurate...

"Please tell me you guys don't go around destroying ninja villages," Ben said in a deadpan tone of voice, catching the two foxes off guard. Their eyes widened at the question in shock before said shock wore off and the two started laughing at Ben's 'joke'. The mother and daughter continued to do so for a few more seconds before Yasaka recomposed herself.

"That was funny," Yasaka said, wiping a tear out of her eye. When she looked back at Ben though and saw the look in his eyes, Yasaka realized that he was serious about his inquiry.

It took all that Yasaka had to not start laughing again.

* * *

**...**

Anyways, the author would like to create a timeskip for a few hours but doesn't want to just insert **Several hours later** since he has a page quota to fulfill. You may thank Omnisaurus for this additional content that was a pain in the ass to write later by either writing a review or pledging your allegiance to the creators of Hazbin Hotel. Anyways, moving on.

While Ben may have just appeared in Japan, his entrance into the world had been felt by almost every supernatural being of immense strength worldwide. The Four Great Satans, the Seraphs of Heaven, the leaders of Grigori, the gods of Asgard, the gods of Olympus, the Five Dragon Kings, Ophis the Infinite Dragon God and even the Two Heavenly Dragons sealed away in their Sacred Gears were just a few of the beings that felt a ripple of power wash over them.

This power, exerted by the Omnitrix and caused by it's sudden entry into the world, released a wave of pressure equivalent to combined might of all of it's over one million genetic samples. If a normal person were able to feel it, the best that they could describe the feeling was feeling as though an army of one million different creatures of varying shapes, sizes and abilities were compressed into a single being that gave off an immense wave of pressure.

Be they male, female or genderless, man, deity or beast, free or sealed, the most powerful beings in the supernatural pantheons were now aware that someone or something with the ability to forever change the world had entered their dimension.

Let's see some of the reactions of a few of these beings, shall we?

* * *

**...**

Deep in the Underworld within the devil-controlled territory, a meeting was taking place between the Four Great Satans, the leaders of the devil race. Earlier today, a wave of immense pressure had seemingly appeared out of nowhere, temporarily paralyzing the four of them by the sheer power it seemed to exert. However, just as soon as it appeared, the pressure vanished as well.

The sudden wave of pressure was similar to the signal that Great Red gave off whenever he left the Dimensional Gap and traveled into one of the physical worlds. However, this wave of power seemingly exceeded even that. No, not just exceeded it, completely and utterly dwarved it.

Just the thought of what kind of unimaginable power a being would have to hold in order to do that was unsettling, if not terrifying, for the four of them to even think about. As soon as the assembled group managed to organize their thoughts, they pushed aside everything that they had planned for that day and called forth a meeting on how to react or deal with this potential new threat.

At the north end of the table sat Sirzechs Lucifer, the Maou in charge of domestic affairs. He was a tall man with fair skin, long crimson hair and kind blue-green eyes. He wore a white suit that was barely noticeable due to the attention of most people being drawn to the ornate, armored shoulder pads and flowing black cape he wore. While the other Four Satans would never say so out loud, they all silently agreed that Sirzechs was pretty much the leader. He was the first to put out an idea: seek out the source of the power, observe it from a safe distance for a period of time to see whether it was benevolent or malevolent in nature and eventually see if it was possible to reason or bargain with. The plan also held the purpose of ensuring that this power couldn't fall into the hands of any other faction. The idea was a sound one and was supported by the leaders of the west and south ends of the table.

At the west end of the table was Serafall Leviathan, the Satan in charge of foreign affairs. She was slightly shorter than average and had pale skin, black hair and stunning blue eyes. Out of everyone there, she had the most...unique outfit, which was a pink and white magical girl outfit with a long magical wand. Another thing of note was that she was the most well-known of the Satans out of everyone inside of the room, partially due to her having her own TV show called Miracle Levia-tan. Her idea was that they should seek out the power source and attempt to befriend it or, at the very least, convince it not to join any other factions that would attempt to harm the devils if it proved to be capable of intelligent thought. If it were more bestial in nature, then she proposed that they attempt to tame it. The idea held merit and it looked as though everyone was going to support it...until she started talking about bringing the being onto her show Miracle Levia-tan as a guest star along with her younger sister Sona. That cost her the support of the man at the east end of the table.

At the south end of the table slumped Ajuka Beelzebub, the head of the Underworld Technological Department. Ajuka possessed skin slightly tanned, blue eyes and green hair. He wore a green outfit with gold outlines that covered his legs and exposed his midriff. In the past he had created the Evil Pieces system, something that had single handedly saved the devil race from extinction. If you thought that his past accomplishments and inhumanely large intelligence would result in him bringing forth the best idea out of the group then you were wrong. Ajuka had recommended that the try to capture and contain the being while studying it to see if they could somehow harness it's power for themselves. If that failed, he would then attempt to dissect it. When asked why, the man gained a gleam in his eye not too dissimilar from the mad fallen angel scientist/leader of Grigori Azazel, and enthusiastically exclaimed "For science!"

Regardless, nobody there voted for his idea.

I guess nobody cared about science.

At the east end of the table resided the last one of the Four Great Satans: Falbium Asmodeus, the leader of military affairs. Falbium was a man with white skin, a bald head, a goatee and drooping brown eyes that would make most people believe that he was about to fall asleep. Those people would be right because he was about to fall asleep. Accursed narcolepsy.

Anyways, Falbium had recommended that they put together an elite strike force and send that force out in an attempt to eliminate the possible threat before it could potentially amass any more power. It seemed like a possibly feasible plan, but then Ajuka brought about the question of what would happen if the attack failed. Nobody said anything, but judging from the power that they felt earlier...they were confident that if they failed, whatever caused the power surge could wipe out at least an entire city if it entered an enraged state.

Poor fools, not knowing that a pissed off Way Big or Atomix would probably be able to destroy an entire mountain range. A small planet if Way Big used his laser.

The debate would continue on for several hours, each Satan arguing for their idea to be used. At the end of the meeting, everyone put their ideas to a vote with the rules being that a Satan couldn't vote for their own idea. Sirzechs' idea ended up winning, having gained the support of both Serafall and Ajuka. Falbium was left sighing in his seat; he had known that Sirzechs' idea would win in the end. The man just oozed charisma that made people want to go along with him. Hell, even Falbium was tempted to vote for Sirzechs' option a few times. However, he had always reined himself in, repeating to himself that the threat was too dangerous to be kept alive.

Not that his vote mattered now though.

After their final vote, the Four Satans got up from their seats and started to leave in order to make the necessary preparations. Under normal circumstances, all of their respective peerages would be filled in on the situation to ensure that they weren't left in the dark about any important goings-on. However, time was more than likely of the essence which meant they couldn't waste any time with such pleasantries.

If they played their cards right, they could potentially have a very powerful ally or maybe even just a powerful being that agreed not to cause any harm onto the devils. But if they messed up...well, the options didn't look too bright. If they were able to, the Four Great Satans would be praying to God right now, hoping that they didn't fail.

Because if they were indeed right about whatever held this power being stronger than Great Red, than they had no doubt that it could easily bring about the end of the world.

* * *

**...**

Earlier that day in the human world, a young girl was walking across some grassy hills away from a camp of Sacred Gear users that called themselves the Hero Faction. The girl had black eyes, white skin and long black hair. She wore a black cloak that didn't cover her front top with purple ribbons and white triangular fringes at the bottom. A pink tie sat beneath her neck and X-shaped...ribbons covered her naughty bits at the front. The most curious feature about this girl was the fact that she had pointed ears very similar to an elf's ears. This person was the one considered by most supernatural beings to be the most powerful being in the world, Ophis the Infinite Dragon God.

The Infinity Dragon God Ophis was having a good day. She wouldn't say she was happy since she hadn't really ever felt happiness, but Ophis would say that she was satisfied with the successful recruitment of the Hero Faction. While they may have been very hostile towards her once she revealed her identity, they had nevertheless agreed to join her Khaos Brigade upon being given the temptations of power; just like so many other before them, both mortal and supernatural.

Just as she was preparing to make her way back to the main base of the Khaos Brigade, she felt a wave of power wash over her. The sheer unexpectedness of it caused the Infinity Dragon to stop in her tracks and just stand there for a few seconds as she processed what had happened. That alone proved how much power this surge contained.

Ophis had felt the power that exuded off of the Biblical God and Great Red and hadn't even been fazed. The Infinite Dragon God had witnessed the power of all the forces of the Three Factions armies WITH the Biblical God leading the Angels in the last Great War. She had even felt the power that rolled off the Trihexa (otherwise known as 666), the beast that had killed the Biblical God, before. However, all of those powers combined wouldn't even feel close to the amount of pressure being given off by whatever exuded the wave's power.

Turning her head towards the east, Ophis gazed out at the horizon as she contemplated on her next move. This power was immense, which had both benefits and drawbacks. On one hand, If Ophis managed to convince whatever held this power to join the Khaos Brigade, it was more than possible that she would be able to force Great Red outside of the Dimensional Gap almost immediately. On the other hand, this power sent an emotion she had never felt before flowing through her body: fear.

The power greatly exceeded her own and she had no doubt that the possessor of it could harm or even kill her it really wanted to, something only two beings in the world could ever even hope to achieve. Aside from that, Ophis didn't know what she could provide to something so strong: every group & faction that she had managed to recruit into the Khaos Brigade had been drawn in by her offers of power via her allowing them to use her snakes. With some beings that she planned to recruit in the future, she would offer them the chance to test their strength against other supernatural beings of immense power such as the Norse gods and the current Four Great Satans.

But what could she offer a being whose power puts her own to shame? Ophis had absolutely no idea.

For the first time in her existence, the Infinite Dragon God couldn't act on any impulses. Ophis had be delicate with this situation.

For the rest of the day Ophis would continue to contemplate on the pros and cons of finding the power source to herself, many times switching between opting to leave the power source alone while hoping to never come across it and doing everything in her power to bring it to her side while remaining on it's good side. It wouldn't be until the sun eventually set, long after the surge had ended, that the Infinite Dragon God made her decision and started walking eastward.

* * *

**...**

"_Do you feel that?_" asked the familiar voice of Albion in the head of Vali Lucifer, a white-skinned teenager with silver hair and hazel eyes that was currently wearing Albion's Divine Dividing Scale Mail. The human-devil hybrid had been flying back to the Grigori headquarters after had going out to see one of the few beings he had ever considered a friend of his, Bikou the monkey Yokai of the Mountain of Flower and Fruit.

Vali possessed the ability to teleport back to the headquarters but he never did. Years ago, Vali had decided to never teleport anywhere unless it was absolutely necessary, since teleporting to places meant that there was a chance that he could miss something interesting happen. And Vali considered this immense surge of power to be, in the weakest terms possible, _very_ interesting.

"_Yes_," Vali mentally replied back to the dragon within his Sacred Gear, trying to suppress the overwhelming desire to find out what was releasing all of this power and challenge it to a duel. "_What was that?_"

"_Something extremely strong entering this dimension. Probably stronger than the Biblical God was at his peak. Wait, no, it's even stronger! This power...i-if I had to guess, it's greater than even G-Great Red and t-the Infinite Dragon God?!_" Albion's voice had started quivering as he released his last statement.

Vali's eyes widened at this new piece of information. A being stronger than God was already enough to make Vali wish to fight it. But hearing Albion, a legendary dragon who had been around for thousands of years and fought against the armies of the three supernatural forces of the Christian pantheon, assess a power to be stronger than the one True Dragon and the Dragon God while quivering in fear? Vali's emotions were torn between wanting to never come across the possessor of this strength and wanting to challenge it above all else.

Which led to Vali's next question.

"_Do you think we could ever reach a level where we could defeat it?_"

"_..._"

"_..._"

"_...no_," Albion answered in a grave tone. "_Vali, whatever is releasing this power, whatever holds this strength, we could never even hope to grow strong enough to defeat it._"

Vali stopped flying and hovered there for a moment. Vali had always been aware that there were beings in the world that he would have to train and work hard in order to surpass but, apart from Ophis, Albion had never said it would be impossible to defeat them. Albion had claimed that defeating beings like Zeus, Thor, Hades and even Great Red were within the realms of possibility.

But Albion had said that they could never defeat this being.

That meant that this being was far beyond the strength of gods and the one True Dragon.

Far beyond his strength.

A few more minutes passed before Vali started flying once more, this time towards the direction of the power surge. Albion said nothing as his host continued flying towards the horizon. He figured that, with his assessment, he had possibly just damaged a part of his Vali's psyche that he held above all other things: his pride.

Vali was proud that he possessed the Divine Dividing and he was proud to be able to be strong enough to hypothetically defeat gods. Vali was proud that he was possibly the strongest possessor of the Divine Dividing that would ever live. And above all, Vali was proud that he was amongst one of the strongest beings in the world because of the power of Albion that resided within him.

But now Albion, the source of Vali's power and pride, had basically said that it wasn't enough and would never be enough to be defeat this new source of power.

Albion knew that he should attempt to stop the young devil/human hybrid from attempting to find this source of strength, but he knew that his host wouldn't hear him. He was too lost in his own world of shattered pride and had zoned out ever since they had stopped hovering.

The Vanishing Dragon sighed. He could only hope that whatever being was releasing this strength wouldn't kill Vali upon first sight. He had grown rather fond of his host.

* * *

**...**

"And that's how I made an emotional vampire-clown explode," Ben finished as he recounted his tale of his encounter with Zombozo. After recovering from their laugh at Ben's 'joke', Kunou had asked (re: begged) Ben to show them some more of his aliens. Ben had happily obliged and had shown them Four Arms, Brainstorm, Jetray, Diamondhead and Crashhopper while explaining their abilities before he told them about some of his adventures. In his excitement to show off, Ben had almost transformed into Rath. Luckily for everyone there though, he managed to stop himself when he realized what he was about to do.

Ben was trying to make a good impression and Rath would probably do the exact opposite of that.

Over the course of the next few hours, Ben told them about his first run-in with Doctor Animo, the time he helped the Krakken rescue her eggs from Jonah Melville, his first encounter with Kevin Levin, his various other encounters with Kevin, the time he had teamed up with the Galactic Enforcers and the nightmare fuel that was his fiasco with Ghostfreak.

The telling of stories wasn't one-sided however. Kunou and Yasaka would also occasionally share stories with Ben. While none of them were nearly as action-packed as his own, they were still interesting enough like how Yasaka had to drive off some magicians who were trying to set up a base in Kyoto or the time Kunou ran away from home for a few days to try and live life as a normal kid her age for a few days.

(On a side note, Ben particularly liked it when it Kunou telling the stories.)

And speaking of Kunou, by the time Ben was done with his tales she looked like she was one small step away from worshipping the ground he walked on as she was crowding over him. That was something that slightly unnerved Ben. He did his best to ignore it but it still made him slightly uncomfortable; two years of practically zero social contact outside of the occasional fight to the death and shady dealing does that to people.

"Could you please back off a bit?" Ben asked nervously as a drop of sweat rolled down his neck. "I'm not if this is a normal thing for Nine-Tailed Foxes, but I would like a bit of personal space."

Kunou didn't appear to hear him as she was currently fangirling out about his stories. Yasaka was watching in the background, snickering in amusement at the boy's looks of discomfort. While she wasn't showing it visibly, Yasaka wanted to hear more of Ben's stories as well. She had been particularly interested by the form known as Ghostfreak that Ben had talked about. The idea of a nightmarish being becoming trapped inside of an object of immeasurable power was similar to the Sacred Gears of the supernatural world.

"You truly are an interesting person Ben," Yasaka said from the tree she was leaning against. Ben stiffened at being addressed but Yasaka paid no mind to that as she continued to speak. "Now that you're free from the Null Void, what are you going to do now?"

Ben thought about that for a moment, allowing himself to momentarily forget about the Nine-Tailed Fox princess crowding him as he pondered the question. What _was_ he going to do now? His priority over the past two years had been surviving day-to-day life in the Null Void and eventually escaping it. But now that he was free, he had no clue on what to do. He hadn't really thought about what his priorities would be once he escaped that accursed dimension.

Taking a quick glance at the still-unconscious Phil, Ben figured that he should probably make sure that the ex-Plumber was properly locked away somewhere before he traveled back to Bellwood. It wouldn't be good news for anyone if he once again started releasing aliens from the Null Void to continuously exploit and profit from.

"Probably find a way to make sure Phil can't cause anymore problems for anyone," Ben replied to the queen of Kyoto, looking at Phil and ignoring his blonde fangirl (who was _still_ crowding over him, now in an attempt to get him to pay attention to her). "You wouldn't happen to have a magic prison I can stick him in, would you? Or some way to teleport him into a normal prison and manipulate the files to make it look like he's supposed to be there? Maybe something that can turn him into a toad?"

Yasaka chuckled at the last question. Over the past few hours, Yasaka had laughed, giggled, snickered and chuckled more than she had over the course of the past decade. This kid honestly reminded her of her mate, with his witty humor, sarcasm and honest questions that sounded more like jokes. And speaking of mates, Kunou seemed to have taken a liking to this boy rather quickly. In fact, she currently sported a faint red tinge on her cheeks whenever she got really close to him...

Smirking, Yasaka remembered to take note of this to tease her daughter in the future; being a Nine-Tailed Fox meant that, despite her status and the example she had to set as queen of the Yokai, she still had a love for mischief. Not even her own daughter was safe from her teasing.

"Sadly, I don't have any way to turn your enemy into a toad," she said in an amused tone of voice. "Although I could probably contact a fallen angel to wipe out his memories of you and anything related to aliens. Does that works for you?"

Ben thought about that for a moment before nodding in agreement as he lightly pushed Kunou away to regain his personal space. Ignoring the fallen angel part (not that Ben knew what a fallen angel was), Ben was slightly disappointed about not being able to see the jerkwad who had tried to kill him and screwed up his portal generator be turned into a warty amphibian. However, he supposed that erasing Phil's memories would be the more logical and ethical thing to do. It's probably what his Grandpa Max would have wanted to do if he was here.

Yasaka nodded at his response and started to head towards the Kitsune medic watching over Phil. Ben began to follow the queen of Kyoto but Kunou ran to his side quickly, practically materializing from thin air. Now, most people would be surprised by the girl's sudden display of speed, but not Ben Tennyson. He was the kid who had done the impossible many times over.

Things like materializing cute girls that were leaning in really close to your face were nothing compared to...

"Please stop crowding me," Ben requested, squirming a little at the low proximity of a few inches between him and the cute fox girl. "It's making me uncomfortable."

"Oh, sorry!" Kunou said with a light blush, as if just now realizing how close they were. She quickly backed off a few feet, giving the Omnitrix wielder some of the breathing room he greatly needed. "You see, I was just...um, I was just...excited! Yeah, that's it! I was just excited by your stories and wanted to see some more of your alien forms!"

Ben scrutinized her suspiciously for a moment with slightly blushing cheeks of his own, obviously not buying her excuse at all. Kunou almost broke down into a nervous sweat before Ben decided to just play along with her.

There was no need to make this any more awkward than it already was with a nine-tailed fox girl pretty obviously crushing on him.

Ben shrugged and started scrolling through the Omnitrix, looking for the outline of an alien he thought that the energetic fox might like. He passed Pesky Dust (which he had resolved to never use in front of girls & women ever again due to almost being killed via hugging in the Null Void from female settlers), Atomix (which Ben didn't use for obvious reasons), Ripjaws (which Ben didn't use due to the fact that he liked breathing) and Stinkfly (which Ben decided against using since, although he wouldn't admit it, he was starting to like the attention from Kunou & didn't want Stinkfly's odor to repulse her). Finally, he came to the silhouette of a favorite of Ben's.

"Hey Kunou," Ben started, smiling since it had been a while since he had used this transformation. "I know you're a fox, but do you like dogs?"

"Yeah!" Kunou said, her nine tails wagging (like a dog's ironically enough) as she quickly deduced that Ben had a dog transformation. "Do you have a dog alien?"

"Nope!" Ben answered with a cheeky smile as he raised his hand over the Omnitrix, ignoring the deflated expression that Kunou made upon Ben destroying her hopes of Ben transforming into an alien dog. "But I do have a form that'll leave you howling for more!"

Upon finishing that (horrible) joke, Ben slammed down on the Omnitrix's dial. The green flash once again bathed Ben in it's familiar glow. When the glow died down, Kunou's eyes widened at the newest form that the shapeshifter decided to show off.

This alien greatly resembled a stereotypical werewolf. The being was lean yet muscular, clad in a black and white suit and covered in grey hair over most of it's body. The back of the neck, the tail, the back and the head were covered in thicker black hair, giving the creature a more intimidating appearance. Fleshy spikes protruded from the elbows and shoulders and the beast's claws were black like the night sky. The snout of the canine-like being was white and the green eyes of the alien seemed to glow eerily, even though it was the daytime. The Omnitrix symbol sat on the middle of his chest, proudly on display for all of the world to see.

The alien howled into the air just like wolf, giving Yasaka and the medic Kitsune across the clearing a startle before they glanced over to them saw who was the source. The two had very different reactions, with the medic standing on edge ready to fight; wolves were the natural enemies of foxes after all.

Yasaka, on the other hand, was more intrigued since Ben had mentioned that he had once been able to transform into a ghostlike form and could apparently transform turn into a mummy-like form. Now she was seeing a werewolf-like alien as well. Seriously, did this kid have any limits on what he could become?

Kunou, being the fangirl that she was, quietly squealed at seeing Ben's new transformation. Being the princess of Kyoto, she had grown up sheltered and kept away from any other potentially dangerous supernatural beings. That included werewolves.

So naturally, seeing an alien werewolf was like the greatest Christmas gift that she had never asked for (ignore the fact that it also wasn't even close to Christmas).

"**Blitzwolfer!**" Ben shouted after his howl before he stared down at Kunou and flexed his claws. "Pretty neat, huh? This alien was the first one I unlocked after I got stuck in the Null Void. He came in handy when I had to climb up this cliff after this Wigsilian Org Be-"

"A werewolf is attacking the princess!" a masculine voice shouted from somewhere amongst the trees, interrupting Ben. "Attack!"

"Wait, what?"

Blitzwolfer's instincts flared up, warning him to jump backwards. Wasting no time, the Loboan did just that and just barely managed to avoid being clobbered on the head by two sturdy-looking wooden staffs being wielded by...

"Are those freaking crowmen?" Blitzwolfer asked incredulously as what indeed looked like crowmen wearing the outfits of ancient Japanese hermits continued to attack him, forcing him to continuously dodge. "What the hell has Animo been up to these last few years? Were the zombie dinosaurs and giant flaming bats not enough for him?!"

Kunou attempted to tell the crowmen, which were actually a species of Youkai known as karasu-tengu, to leave Blitzwolfer alone but ended up being grabbed and taken away by two other karasu-tengu before she could convince them to stop. Meanwhile, Yasaka in the background was shouting at the crowmen, telling them to stop. It seemed as though it was starting to work until...

"Ouch!"

"I hit it! I hit it!" one of the more hot-blooded (or maybe more energetic, IDK) karasu-tengu shouted out excitedly. So caught up in the excitement of his small victory that he didn't notice his Loboan foe take a deep breath in before-

"_HHHHOOOOOOOOOOOOWWWWWWWWLLLLLLLLLLLLLLLL!_"

That. Before that.

Screaming in pain, Ben's attackers all dropped to the ground, fell to their knees and clutched their ears in an attempt to block out the sound. Blitzwolfer's mouth had opened up in four directions as opposed to the average Earth canine's two directions and released one of the ultrasonic howls that made his species so formidable. Upon seeing that his foes would be down for awhile, the Loboan ceased his sonic attack.

Examining the looks of pain of the karasu-tengu and ignoring the annoyed eyes twitches of the approaching kitsune medic, Ben couldn't help but feel that this victory had been rather...easy.

'_Of course, I've been in a prison world for two years were every day was a fight for survival against the galaxy's worst criminals and creatures that were too dangerous to be kept in my home dimension for whatever reason._' Ben reflected internally to himself. '_I suppose that my time in the Null Void just made me stronger. I should test out my new strength on the next supervillain I come across. Maybe turn into Way Big and send Vilgax into space like a baseball. Oh man, that'd be so funny!_'

As Ben pondered on his current strength and whether to just throw Vilgax like a baseball or use something like a tree as a baseball bat, Yasaka was rushing over to Ben as fast as she could to examine him for injuries and apologize for the overprotective and, quite frankly (and literally) bird-brained (haha, bird jokes) actions of the karasu-tengu.

Or at least that was the plan before a red, black and brown blur tackled Blitzwolfer. Said blur managed to make the alien hero stumble enough for the one who had attacked him to grab his arm, pull it over him and toss the Loboan over it's shoulder and into a tree several yards away.

The attacker was a red-skinned man wearing a brown hermit outfit identical to the surrounding Karasu-Tengus. Another thing that he possessed that the crowmen had as well was a pair of black wings. His sclera were black and his pupils were gold. A small black hat sat atop his head. The man's thick eyebrows, mustache, long hair and beard were all white. This man was a human and Karasu-Tengu hybrid and the chieftain of the karasu-tengu flock that resided in Kyoto. And he was mad.

He and his flock of karasu-tengu had been searching for Yasaka to inform her about a pickpocketing kitsune man when they had heard a wolf howl echo through the forest. Suspiciously (and rightfully) curious as to why a wolf would be within a forest in the middle of bustling Kyoto, he and his flock arrived at this clearing. And, lo and behold, they arrived to see an imposing werewolf flexing it's claws as it towered over their princess Kunou.

Wasting no time, the chieftain had sent his flock down to drive off or defeat the beast before it could harm a hair on the princess' head. However, seeing as how a single howl had defeated almost all of his flock was the tipping point that sent the chieftain over the edge. Now here he was, standing at the ready while the canine beast got to it's four feet and shook the dust and debris out of it's pelt before turning to glare at the chieftain.

The chieftain knew that this was a dangerous beast that would show no mercy and would eagerly tear him apart if given even the slightest opportunit-

"Screw this, I'm out. See you later Yasaka! Tell Kunou that I said bye! I'll try visiting you guys sometime if I ever get the chance."

...wait, what?

A green flash enveloped the werewolf lookalike and replaced it with a plant-like being with a singular blue eye in the center of it's head. Flytrap-shaped coverings gave the impression of a hood of sorts and two rows of black seeds grew from the alien's back. The body was supported by five thin, vine-like legs and the alien's hands had four fingers of unusually long length. The Omnitrix logo sat on the center of this alien's chest, just like Blitzwolfer.

"**Wildvine!**" the plant alien announced in a gravelly voice before stretching his arms out to ridiculous lengths to start swinging through the trees like a monkey. "I would say it was nice meeting you Mr. Crowman...but that would be a lie. See you never!"

And with that, Ben Tennyson the human turned Florauna swung through the trees and left the area, leaving Yasaka, the medic kitsune, the chieftain and all of the still recovering flock of karasu-tengu confused as to what just happened.

...

...

...

"Hey, get back here and fight me!" the chieftain shouted to the trees, being the first of the assembled group of Youkai to recover from the strangeness that had overtaken the clearing just a moment ago. A moment of silence followed the chieftain's demand before a response was made.

"No! Screw you!" Ben's voice echoed from the distance.

"Don't make me chaser after you, you accursed plant!"

"You'll never take me alive copper!"

And thus began a day long chase through the city and eventually far outside of Kyoto between the Florauna hero and the karasu-tengu chieftain. During that time, Wildvine managed to scan the chieftain with the Omnitrix (which led to him gaining a karasu-tengu transformation), who mistook the beam as an attack and redoubled his efforts to capture & defeat Wildvine. The chase would eventually end when our favorite shapeshifter remembered that he could merge with plant life as Wildvine and used that to escape the annoying red-skinned man by merging with a tree.

When the chieftain eventually gave up his search for Ben, he was greeted to the worst chewing-out of his several centuries long lifetime, courtesy of Yasaka, for chasing away the one person who could have saved the nine-tailed fox race from extinction.

Ben, on the other hand, would continue to wander around lost in the forests and mountains of Japan for several days before coming across Kuoh Town.

Poor, poor Ben.

If he had known all the trouble that he would be pulled into in the future, he would probably have just let the chieftain catch him.

* * *

**Author's Notes**

**With this chapter, we bring in Love Interest Number 2, GGAT (Godly Genderswapped Anthropomorphized Toothless) along with some of the first hints of Kunou and Ben. Still no What Does the Fox Say jokes sadly. Maybe I'll just have to make an omake to finally get that joke into the story.**

**I decided to make the nine-tailed foxes be pretty much extinct outside of Kunou and Yasaka since we never really see any others outside of Yasaka and Kunou. I also had Kunou's father be dead since we never see nor hear heads or tails of him in the light novels, manga or anime. I also made him die relatively recently because, you know, Kunou had to be born somehow.**

**The Ben 10 wiki says that the Omnitrix can't accommodate magical creatures, which should probably include nine-tailed foxes, kitsunes and karasu-tengus, but I don't care. If the Omnitrix can turn Ben into Alien X, it can transform him into a giant, fire-breathing fox, damnit!**

**Basically every OP supernatural entity in the DxD universe is now aware that Ben exists. ****Originally I was going to include the reactions of Odin, Loki, Michael, Gabriel, Hades, Ddraig, Azazel and Kokabiel but I decided that that would be **_**far**_ **too excessive and narrowed it down to the three reactions that I wanted to write the most.**

**Some are probably wondering why the Omnitrix is exerting enough power to dwarf the power of even Ophis, the Biblical God, Great Red and the Trihexa. Well, Keep in mind that it has a self-destruct mode that could **_**destroy the freakin universe**_ **AND contains the DNA of over one million sapient species from the Milky Way Galaxy. This includes beings that are omnipotent (Alien X), can create cosmic storms (Way Big), travel into hyperspace (Jetray), control time (Clockwork), create black holes (Gravattack), are able to reach supernova temperatures because of a temper tantrum as _kids_ (Heatblast) and absorb the energy of the Big Bang (Feedback).**

**It's also my belief that neither Ophis nor the DxD God are omnipotent since the DxD God had to wage a war to fight the devils and fallen angels instead of just wiping them out with a mere thought while Ophis has a does limit in strength, although it is unclear where it ends.**

**Ben is going to have a few favorite alien forms in this story. Those forms will be Feedback (gotta keep things canon), Grey Matter (since he has helped Ben a lot), Blitzwolfer (because I feel Ben would have been stoked getting a werewolf-like transformation had it not been for the Yenaldooshi), an as-of-yet unseen original transformation and Alien X (not because of his omnipotence, but for a different reason altogether).**

**Originally Ben was going to transform into Wildmutt and be mistaken for a monster trying to eat Kunou, then Pesky Dust who accidentally knocks Kunou and Yasaka unconscious with his dust. I decided to change it to Blitzwolfer since the karasu-tengu would consider a werewolf more of a threat than a fairy and since Blitzwolfer is more dog-like than Wildmutt.**

**In order to prevent people from bugging me about whether Issei has a harem and who will be in the harem, I am writing it down now. YES, Issei has a harem. The ones listed are the girls planned for his harem: Akeno Himejima, Asia Argento, Ingvild Leviathan, Irina Shidou, Kiyome Abe, Kuroka, Lint Sellzen, Raynare, Rias Gremory, Rossweisse and Xenovia Quarta.**

**As you can tell by me adding Ingvild into the list, I am planning things _LONG_ term. Kiyome is there too because she has feelings for Issei in the light novels and manga, but they never go anywhere with that. It's a real shame because I think they could have done a lot of cool things with her since she is a beast tamer. On the wiki it says that Lint lives in the Hyoudou Residence and, seeing as how only Issei's parents and girls who are romantically interested in him usually live there...you can probably see where I'm coming from. Finally, regarding Raynare.**

**Ah yes, this murderous, psychopathic bitch. I'm not going to play into the FanFiction trope of her being some misguided girl who only seeks attention from her higher-ups. She keeps her original evil personality. However, I plan to make her more complex. She will change and end up with Issei eventually. How? Well...consult Chapter 21 of Devil Ninja by The Engulfing Silence for a pretty good idea of what will happen in the future if you're spoiler friendly. My friend (the same one who recommended that I use Downfall as the name for Ben's fallen angel form) showed that to me a while back and I thought it was an ironic case of karma.**

**I am also going to have Saji have a harem as well. It's been confirmed that he has feelings for Sona in the same way that Issei has feelings for Rias. It's also been confirmed that there are members of Sona's peerage that are in love with him. His harem will consist of: Momo Hanakai, Reya Kusaka, Ruruko Nimura, Sona Sitri, Tomoe Meguri and Tsubasa Yura.**

**Tsubaki Shinra isn't in there since she has a thing for Kiba in the light novels.**


	4. New Shapeshifter in Town

**65 favorites and 96 follows. It's official: Ben 10 and High School DxD crossovers are an underutilized FanFiction goldmine. Seriously, only three chapters out and I'm only four follows away from one hundred follows? Gonna be honest, it was hilarious seeing my friend (who has had a FanFiction account for years) get salty at how many followers and favorites this story got. Lol, suck it Purp!**

**This particular chapter was tedious to make since not a whole lot happens in it action wise. In the first three chapters we got a death battle, a skydiving scene and a scuffle with the Karasu-Tengu. I just feel that this is my weakest chapter so far. Anyways, enough with that and responding to reviews.**

* * *

**Questions and Reviews**

**Nexus Gundam: Duly noted. I will try to see to it that I don't add unnecessary words any more.**

**Milo S Darek: I am afraid I don't know what you are referring by your question. Sorry.**

**The Faithful Servant: Thanks! Ben fighting supernatural beings of great power? Oh yeah, definitely gonna happen. I won't confirm which aliens he uses to defeat/fight who.**

**TheBeatles211: Sorry, but the reaction may underwhelmed you. As for Serafall, I was thinking since Serafall is so….**_**attached**_ **to her sister, she would try and get in the good graces of her by getting close to the man she would be courting before things evolve from there. However, I don't really care if she is in Saji's harem or not. I am also fine if people want her to be with somebody else or with nobody at all too. I'm just letting the readers vote and decide for me before I eventually get to the point where I have to start writing more parts involving Serafall.**

**Jamesd126: Kunou and Ben are going to be together. But do keep in mind this is a harem story.**

**Cole BloodRose: I see. Well, thank you for the name suggestions but I already have names for the Angel and Fallen Angel forms, with those being Seraphist and Downfall.**

**lorenzo52lara: Ben's load out as of now consists of Alien X, Arctiguana, Astrodactyl, Atomix, Ball Weevil, Big Chill, Blitzwolfer, Bloxx, Brainstorm, Bullfrag, Buzzshock, Cannonbolt, Chamalien, Chromastone, Clockwork, Crashhopper, Diamondhead, Ditto, Eatle, Echo Echo, Eye Guy, Fasttrack, Feedback, Four Arms, Frankenstrike, Gax, Goop, Gravattack, Grey Matter, Gutrot, Heatblast, Humungosaur, Jetray, Juryrigg, Kickin Hawk, Lodestar, Mole-Stache, Nanomech, Pesky Dust, Porkuprick, Rath, Ripjaws, Rockflea, Rocks, Shock Rock, Shocksquatch, Slapback, Snare-oh, Spidermonkey, Spitter, Squidstrictor, Stinkfly, Swampfire, Upchuck, Upgrade, The Worst, Toepick, Walkatrout, Way Big, Wildmutt, Wildvine, XLR8, Ben's yet-to-be-seen Nine-Tailed Fox, Kitsune and Karasu-Tengu forms and eight more forms that I have yet to show so far. And just so everyone knows, Gax does NOT have laser vision in this story like he does in the reboot.**

**Maximum Rhapsody: Maybe, maybe not. Haven't really decided, but I'm leaning towards not having one.**

**Guest-Questioner: Got it. No Serafall for Saji. I'm not sure about having Serafall be a shotacon at the moment, but at the very least I can say that the interactions between Serafall and Ben are going to be quite….**_**unique**_** to put it lightly. Koneko won't be interested in Ben in this story since I wanna do things that other FF authors haven't done/aren't doing. DragneelGiant96 has Koneko with Ben (abelit, an older Ben but still a Ben) in his story. I won't confirm if Ile and Nel will be in Ben's harem. Also, Ben isn't going to be unaware of the girl's feelings in this story. He may be a bit slow in the head at times, but he isn't dense. There WILL be humorous moments with Ben and his harem. I can guarantee that. Yasaka will definitely tease Kunou about Ben, but I won't release any more information on that.**

**AblazedNightmare: Thanks. I try to make my spelling and grammar as good as possible so that it's enjoyable for others to read and easy to understand.**

**Lawoi: No. Ben is twelve. Rias is, like, seventeen or eighteen. If you want a story where Rias is with Ben, I recommend you read Ben 10: Dragon God of Life.**

**Akit Ahemmed: He does have the master control unlocked. It's just a habit of his to scroll through the Omnitrix for the alien he wants.**

**All of the Guest reviews: As far as I can recall, Ben never actually called his Loboan form Benwolf in the series. Regardless, I am keeping Blitzwolfer's name Blitzwolfer. Shock Rock is already on the list. It is possible that Ben will revive the Nine-Tailed Fox race or I may have something else in mind. Sorry that Kuroka isn't in the harem with Rossweisse and Xenovia, but they are all too old for a twelve year old Ben.**

* * *

'_Bout stinking time_' Ben grumbled to himself mentally as he scurried down the tree he had climbed atop to get a view of the land around him. '_Seriously, how does somebody not run into a town for almost a whole week? Damn red-skinned, black-winged, no-good son of a Vulpimancer. Next time I see that dipshit, I'm introducing him to Four Arms. See how tough that jerk is then._'

Feeling a bit better after making those promises of pain that would be inflicted upon the Karasu-Tengu chief, Ben reached the ground and transformed into a bipedal being that appear to be a mixture of great ape and feline. The creature had dark tan fur over most of it's body with white tan fur around it's hands, feet and facial region. A circle of white tan fur also surrounded the neck of the creature. Red eyes, sharp teeth and owl-like ears could be easily seen on the being's face and five fingers were visible on it's hands. A sash on the left arm of the creature displayed the Omnitrix logo.

"Raaaaaaaa," the creature said as it started running and swinging through the forest towards the town he hard seen in the distance. If the Omnitrix could decipher the transformation's language, the name **Wildape** would have replaced the growls of Ben's new form. Alas, like with Wildmutt, the language of Wildape's species was too complex to be translated into English by the Omnitrix.

As Wildape started making his way towards the town, he reflected upon the last few days. After escaping the Karasu-Tengu chieftain almost six days beforehand, our shapeshifting protagonist had gotten lost in the lush forested mountains of….wherever he was. It had, in Layman's Terms, pissed Ben off massively that after finally escaping the Null Void and appearing over of a forest in the middle of a city, Ben had been chased out and gotten lost in the wilderness. In fact, Ben was still mad but the calm nature of Wildape helped ease it a little.

'_At least the scenery is more pleasant than the Null Void's_' Wildape thought to himself as he sprinted pass the trees, bushes and rocks. '_Still doesn't make up for me having to eat berries and use leaves as toilet paper. Seriously, even the Null Void non-prison settlements had places where you could buy toilet paper!_'

A large boulder and creek was passed as Ben grumbled incoherently to himself, although it would sound more like a series of growls and grumbles to anyone who couldn't speak the language of the Lemurians, Wildape's kind. So distracted was he that he almost ran pass the treeline and into the town before he managed to stop himself about three yards away from it. Frowning, Wildape was engulfed in a green flash and reverted back into Ben.

Ben closed his eyes and took a deep breath. He had been to, visited and even protected the Null Void settlements inhabited by the peaceful settlers multiple times, but the populations of those towns had been made up of aliens from many different species so there wasn't any consistent behavioral norm.

Which meant that Ben wasn't sure if he would come across as socially awkward or not.

Yes. The one who had fought off Vilgax and numerous other supervillains was afraid of coming off as socially awkward.

'_You can do this Ben_' our protagonist thought to himself, giving himself a mental pep talk. '_If you can outsmart ol' Captain Cthulhu and survive in the Null Void for two years, you can definitely hold a conversation with someone long enough to ask for directions to the nearest library._'

That was Ben's plan. Find the nearest library, figure out where he was and use a computer or atlas to start formulating a plan that would get him back to Bellwood in a timely manner. If at all possible, beat up a few bad guys along the way to relieve him of the stress caused by a certain chieftain. That would most certainly be therapeutic.

Ben opened his eyes and, with determination shining in them, started walking out of the foliage between him and the empty road that, thanks to a nearby sign, he could tell led to the town's shopping district.

What Ben didn't notice was, as he was walking out of the treeline, the Omnitrix turned yellow as a form he hadn't seen in almost a year unlocked itself.

* * *

**...**

It was a beautiful day to be shopping in Kuoh Town. Or at least that was the opinion of Rias Gremory, sister of Sirzechs Lucifer and heiress to the Gremory household as she and her servants walked from store to store as she bought excessive amounts of clothing.

Rias Gremory was a beautiful young woman with long crimson red hair and blue eyes, which both complemented and stood in contrast with her pale skin. She, like all of but one of her servants at the moment, was wearing the standard Kuoh Academy Girls' Uniform, which was made up of a white long-sleeved, button-down shirt with vertical black lines, a black ribbon situated on the collar, a black shoulder cape with a matching black button-down corset and a magenta skirt with white accents.

Oh, and for the pervy bastards out there who are wondering, she's also currently wearing a light pink bra and panties with rose-like ornaments on them underneath the uniform.

You're welcome. And no, I will not describe Koneko's and Akeno's undergarments.

At the moment, Rias was on a mission: to find the cutest skirt that the shopping district of Kuoh Town had to offer and make it her own. Unfortunately for her though, her quest had become almost impossibly difficult the moment she had stepped into the first store. Over the course of an hour, Rias had debated with herself over what the best skirt was by looking at factors like color, patterns and current trends (but not price since her family was stupid rich).

In the end she ended up buying a dozen different skirts since she couldn't make up her mind. However, upon realizing that this was only the first of many shops, Rias had called upon everyone in her peerage who wasn't a socially reclusive Dhampir to help her carry her bags of clothing.

Her black-haired Queen, Akeno Himejima, and white-haired Nekoshou Rook, Koneko Toujou, appeared to be handling the weight quite well. On the other hand her blonde Knight, Yuuto Kiba, appeared to be on the verge of collapsing. Whether it was because the Knight piece didn't possess the sheer strength of the Queen and Rook pieces or he just wasn't used to having to carry massive amounts of clothes, Rias didn't know.

And judging by the way she giggled as she watched her only Knight struggle and suffer, she probably didn't care.

"Rias," Kiba huffed out as he struggled forwards with the mountain of bags. He was a handsome young man with short blonde hair, blue eyes and white skin. Being male, he wore the Kuoh Academy Boys' Outfit, which consisted of a black blazer with white accents over a white long-sleeved, button-down shirt with vertical linings, a black ribbon on the collar, black pants and brown dress shoes. "How many more….stores are we….going to….visit?"

"Oh, I don't know," Rias said, bringing her hand to her chin in mock thought. "I think we have about fifteen more stores left. Did I get that right Akeno?"

"No, it's seventeen more stores Buchou," Akeno said smirking as she deciding to mess with the unfortunate blonde. Akeno was a young woman of equal beauty to Rias, possessing even longer black hair tied in a ponytail kept in place by an orange ribbon, violet eyes and white skin. She possessed a nigh identical outfit to Rias, which differed only in that it included black, calf-length socks. Something of note to people in the male demographic was that she had larger…._assets_ than Rias.

The two young woman giggled when they saw that Kiba now wore an expression that said 'kill me now.' He never got the chance to start complaining again though as he bumped into a young brown-haired boy due to not being able passed the mound of clothing within his arms. With a yell of surprise, which caught the attention of the three girls further ahead on the sidewalk, Kiba and the brown-haired kid fell to the ground with Rias' new clothes.

"Sorry," Kiba said as he got up from the ground and extended a hand to help the boy up. "I couldn't see where I was going."

"It's fine," the boy, who Kiba could now see was foreign with pale skin and brown hair, replied in a lazy tone of voice as he accepted the offered hand and was hoisted up. "I should've gotten out of the way when I saw you coming. If anything, I should say sorry."

The Knight gave the boy a quick glance before he looked at the boy more closely. Something about this kid's demeanor seemed….off. He may have had a lazy tone of voice, but he could sense a confidence, maturity and hidden intelligence behind him. As he looked even more closely, Kiba could see that, while relaxed, the boy unconsciously stood in a position that, if he was attacked from the front, would allow him to either flee or counterattack quickly. Kiba frowned at this.

Someone so young as this kid shouldn't have had those characteristics. Those were the characteristics of someone used to combat.

"Kiba, who's your new friend?" Rias asked as she made her way over to the two before setting her sights on the younger boy. From the way her eyes flashed as she examined him, Kiba deduced that Rias had come to the same conclusion.

"My name is Ben," the kid said as he dusted his slightly tattered clothes off before turning back to Kiba. "Sorry about causing you to fall. I wasn't paying attention to my surroundings."

"It's fine," Kiba said, rubbing the back of his head. Seeing a kid as young as Ben displaying the earlier mentioned traits was slightly unnerving to him, although he did his best to not show it. "So you're foreign?"

"Yep," Ben said, not sure if it was actually true since he had no idea which country he was in. However, seeing as how tonnes of people here seemed to be of Asian descent, he assumed that he was correct in answering yes.

"I see….where do you come from?"

Ben took a moment to think about that, bringing his right hand up to his chin. He had three options: tell the truth and say he was from America, lie and say some other country or tell the _other_ truth and say he was from the Null Void.

Seeing as how Ben had been stuck in the mountains for almost a week with no entertainment, he chose to tell the both truths to see the reaction he would get out of Kiba and the red-haired girl.

"I lived in the United States before I got stuck in an alien prison dimension," he said nonchalantly while waving a hand as if he was discussing the weather. "I managed to build a portal and appeared several thousand feet over this forest with some guy that tried to murder me since I busted his illegal alien hunting business before I transformed into a pile of slime to survive the fall. Apparently the portal opened up over some place called Kyoto and I met these nice fox people before some crowmen appeared when I was a werewolf and chased me away while I was a plant. I got lost in the mountains for six days before I eventually spotted this town in the distance and turned into Bigfoot's cousin to get here faster. Fast forwards and here I am."

"..."

"..."

"..."

The entire group of assembled devils just _stared_ at Ben.

That was easily the most outrageous story that _any_ of them had _ever_ heard. And that was saying something, seeing as how one of them was the little sister of Lucifer, another was the halfbreed daughter of a Fallen Angel general, the third was the survivor of a secret experiment by the church to create new yielders of the legendary sword Excalibur and the last was one of the last two survivors of a nearly extinct subspecies of cat people.

And yet they couldn't just chalk it up as the childish imagination of a young boy because they knew that two of the Yokai species from the Kyoto area could easily be described as 'fox people' and 'crowmen'. That and the kid seemed to genuinely believe in his own story.

"I….see…." Rias said, unsure of how to go about with continuing with this conversation or questioning Ben about his story until she spotted an ice cream shop across the street and got an idea. "Say Ben, would you like to join us for ice cream? We can talk some more there."

Rias didn't even have time to blink before Ben's head became a blur as he nodded up and down rapidly. The heiress stared for a moment before laughing in amusement at his enthusiasm; this kid must have liked sweets even more than Koneko. That was saying something.

"Well come on then, let's go," she said, grabbing Ben's left wrist and pulling him with her to the ice cream store. Rias didn't notice the dial on the watch-like device turn yellow until it sent the familiar yellow beam over her, signifying that it was capturing her DNA. Rias blinked as the light washed over her and, once the beam disappeared and the dial went back into the Omnitrix, turned to Ben. "Ben? What was that?"

Ben said nothing, just looking back and forth between the device and devil for a few seconds in utter shock. '_To flee or not to flee….screw it, I'm not taking any chances this time._'

"Be….ah!" Rias, along with the rest of her peerage, were blinded by a green flash of light before they felt a gush of wind. By the time their eyes recovered, they opened their eyes to be greeted by the sight of nothing.

For the rest of the day, Rias and her peerage would look throughout the town for the one known as Ben Tennyson but to no avail. The red-headed Gremory herself was torned between being worried for the boy and scared of him. Worried because he was just a kid that was potentially in danger. Scared because he was someone potentially dangerous himself and more than likely connected to the supernatural world. And it was uncommon that a normal human with ties to said world survived for long without either help or having some kind of formidable power.

* * *

Meanwhile, on the outskirts of town, there sat an abandoned church. It had been unused for about seven years now and boy did it show. The furniture was turned upside down from visiting delinquents, plants grew both inside and outside of the building, many of the windows were either cracked or broken and some parts of the building actually had holes that led outside in them. If one were to look around closely, they would almost certainly find some sort of animal that had made it's home inside of church scurrying around.

But we're not here because we want to know what assortment of small fauna has made this abandoned abode their residence. We're here because our protagonist, who is currently a blue dinosaur that can run at 500 miles per hour, has just ran into the church's main hall, surprising someone who was already there for whatever reason.

"I feel as though I'm forgetting something," Ben said in his transformed state as he brought a three-clawed finger up to his chin in thought before it dawned on him, causing the shapeshifter to scowl. "Damn it! I forgot to say **XLR8** or make a pun before I ran away! Shoot, talk about wasted opportunity."

Shaking his head in self-disappointment, the Kineceleran slapped down on the Omnitrix dial located on his chest, transforming himself back into a human, much to the surprise of the earlier mentioned person who was now hidden in the shadows, which the Omnitrix bearer had yet noticed.

How a kid who couldn't notice someone hiding in the shadows of a single room survived in the Null Void for two entire years alludes the author.

"Okay," Ben said as he looked at the device. "Ever since arriving back on Earth, I've apparently gotten the form of two furries, a crowman and whatever the heck that red-haired chick is. What's next, an actual fairy? No, how about a leprechaun or a mermaid or maybe even a freaking unicorn! Throw whatever you want at me universe, I'll be ready for it!"

"What are you on about?" asked a voice behind the complaining hero, causing him to whirl around. Standing about ten feet away from him was a girl his age. She had blonde hair that she had styled into twintails, white skin and blue eyes. If Ben knew the proper term for her choice of attire, he would have called it Gothic Lolita. But to him it just looked like a maid outfit.

'_A maid my age hanging out inside of an abandoned church for seemingly no reason_' Ben thought to himself with a sweatdrop. '_Not the strangest thing I've seen, but up there in the top fifteen. I'd place it between the society of Medieval knights that collect alien technology and the zombie T-rex._'

"When did you get here?" Ben asked in a nonchalant voice while pointing a finger at the girl, a little freaked out at her sudden appearance despite not showing. The girl snorted at the question and brushed her hair back with a hand before crossing her arms.

"I was here the entire time. You just didn't notice me."

"Wait….so does that mean you saw me as…."

"The blue monster thing that seemingly just materialized here? Yes, I did. Mind explaining to me what that was about?"

"...can I say no?"

"No, you can't."

"Shoot. Alright, it's because of my watch."

The girl blinked at that; she had been expecting him to say something like 'my lips are sealed' or 'you'll have to defeat me in combat before I talk' or at least more resistance. She hadn't been expecting him to give in to her demands so easily. However, she quickly recovered from her shock; this just made it easier to determine if he was a threat to her friend's plan or not.

"Is it a Sacred Gear?"

"A sacred what-now?"

The girl rolled her eyes at this. "A Sacred Gear. Items of immense power bestowed upon humans by the Christian God."

"Oh….no, it's not a Sacred Gear. This is the Omnitrix, an alien device that allows me to transform into any sapient alien species in the Milky Way Galaxy. It was bestowed upon me by a crashed escape pod and now, like an annoying relative, I can't get it off."

One moment passed. Then another. And then yet another. Almost an entire minute of awkward silence went by for the two of them before the girl broke it.

"Do I look stupid to you?" she growled out at last, uncrossing her arms. "Aliens don't exist."

"You know, this nice furry lady I met last week said almost the exact same thing while threatening to set me on fire after I shot a guy into unconsciousness as a porcupine."

"...what?"

Ben didn't answer her, instead rubbing his head. "You know what, this is getting us nowhere. Come over here and I'll prove that this is an alien device by showing you my different transformations. Maybe that'll be enough to convince you."

The girl looked at Ben skeptically before cautiously walking over to him and standing beside him as he brought his wrist up. After explaining that turning the dial would show the silhouette of the alien, she began to reach towards the dial to start looking through.

Or at least that was the plan before the Omnitrix turned yellow for the second time that day, scanned her with the Capture Mode beam and promptly went back into it's normal position. The girl leaped back, expecting an attack to come, only to be greeted to the sight of Ben's forced smile and twitching eyebrow as he stared at the Omnitrix.

"What the hell?" Ben asked himself, unaware at the growing curiosity and confusion of the girl a few feet away from him. "Is everyone I meet going to turn out to be some sort of non-human species that the Omnitrix doesn't have now?"

"Um…." the girl said, unsure how to handle the situation. The boy, while confusing, hadn't given her any reasons to make her think that he was a threat, so attacking him didn't seem like an appropriate reaction. She also doubted that calling her associates back here or further questioning would bring about anything productive. She came to the decision to just let things play out and hope for the best.

For the next few minutes, Ben released a slew of colorful language about the Omnitrix, Phil (not that the girl knew who that was), new DNA samples and a red-skinned winged man, further confusing the poor blonde who was now just standing there uncomfortably as she watched the boy spew out his seemingly never-ending stream of insults and curse words during his rant.

Finally, after seventeen minutes, an out of breath Ben stopped stomping around the main hall and looked at the uncomfortable girl. Realizing that his sudden tangent had made things awkward, Ben closed his eyes, took a deep breath and straightened himself out as he recomposed himself.

"Sorry about that," he apologized. "I'm just a little frustrated. It's been a rough week for me. Can we start over?"

"Huh?" the girl perked up at finally being addressed. "Oh, um, sure. So, what's your name?"

Ben smiled at this. "Ben Ten, alien superhero. What's yours?"

This time it was the girl's turn to smile as the awkward atmosphere started to disappear. "I'm Mittelt. So, why don't you show me some of those aliens you were talking about earlier?"

* * *

**Author's Notes**

**In comes Love Interest Number 3, Maid Angel. So, let's go through the current love interests of Ben so far. First we have Kunou, the well-mannered and slightly fangirlish Nine-Tailed Fox. Second we have Ophis, who is probably gonna be the Kuudere Dragon God. Now we have Mittelt, who is nice to Ben and a jerk to everyone else.**

**Before you guys get on me about Mittelt is acting out of character, keep in mind we only ever see her interact with _Devils _in the anime, manga and light novels. And, seeing how she is a kid and thus impressionable, she probably was only copying what she saw adults doing. That would eventually lead to her developing a hatred of Devils just like the older Fallen Angels she was around at the time (being Raynare, Dohnaseek and Kalawarner). We never see her interact with a race that isn't an enemy of her own race during the time she is alive, which leaves a lot of gaps and blank spaces.**

**You know, one thing that has always irked me in High School DxD stories is how someone will come along and kill both Dohnaseek and Mittelt but leave Raynare and Kalawarner alive. I mean, dude, you're killing a guy and kid just because one doesn't possess a double X chromosome and the other is too young to be with your protagonist!**

**Seriously guys, if you write a High School DxD story, don't kill off the characters your protagonist can't get together with while sparing the ones that can. Either do it like the anime/manga/light novel and kill them all or do the opposite and spare them all. Or if you kill some and spare others, have **_**a good reason**_ **as to why some are spared apart from plot convenience. Devil Ninja by The Engulfing Silence did a good job with that by having only one of the Fallen Angel group be killed because that person was a battle maniac.**

**On another note, this time I introduce yet another new transformation. We've had Wildvine and Wildmutt, but now I bring you Wildape as well. What is Wildape? A Lemurian! Yep, Ben has a Lemurian transformation based off of Fiskerton Saturday the Fiskerton Phantom from The Secret Saturdays (but he is not the DNA donor). It's confirmed that Ben 10 and The Secret Saturdays take place in the same universe, so I decided to do something that I'm positive nobody else has done and gave Ben a cryptid transformation.**

**Anyways, Wildape has enhanced strength, enhanced agility, enhanced climbing abilities and night vision. Useless powers he has include the ability to sneeze with enough force to blow away a group of people and the ability to easily befriend creatures of draconic origin (in reference to how Fiskerton was Zak/Kur's friend and adopted brother in The Secret Saturdays). Okay, that last power isn't so useless in the DxD universe, but eh.**

**Before I end this chapter, I am going to leak a bit of information on some of Ben's new unseen forms: the Nine-Tailed Fox form is called Firefox (lazy, I know), the Karasu-Tengu form is called Corfew (a mixture of corvid and curfew), the Devil form will be called Lucifire (mixture of Lucifer and fire) and the Kitsune form doesn't have a name yet (any suggestions?).**


	5. Catching Up with Old Friends

**Okay, the last chapter was a drag to write but this one picks the pace back up a bit and I get to bring in two underutilized characters, so it's a double win for me. And on another note, HOLY SHIT! 122 follows and 90 favorites?! I understand that there are only seventeen High School DxD stories, but still, wow! I have barely had this story up for a month and I've already gotten so much support. Seriously guys, thank you. Anyways, onto comments and questions.**

* * *

**Questions and Reviews**

**Milo S Darek: I see now. Well, regardless, I am sticking with the names Seraphist and Downfall. Thank you for recommending names in the first place though.**

**AblazedNightmare and August D. Hellsing: That was a mistake on my part. I was tired when writing that particular part of the chapter, so you can blame exhaustion for my mistake before I fixed it.**

**TheBeatles211: As I have said in my PM to you, in the Omniverse episode T.G.I.S., the Omnitrix's universal translator function never translates Fiskerton's words, so I am assuming that it's too complex to be translated like the language of the Vulpimancers. As for Fiskerton learning English, I'm….actually not sure whether he could actually learn it or not. Food for thought.**

**I know that Kitsune and Nine-Tailed Foxes are the same species, but they are different subspecies just like the Nekomata and Nekoshou of the DxD universe. As for the Nekomata form being in samurai armor, I'm afraid I'm not going to do that. Ni and Li from Riser's peerage have shown us that Nekomata are agile and quick fighters that prefer to avoid being hit while Kuroka has shown Nekoshou are more focused on using their mastery of Senjutsu and Youjutsu. Neither of them are designed towards direct combat (Koneko is only able to pull off direct combat because of the abilities of her Rook piece).**

**alexmercerrock: I won't reveal anything about Ben's eventual dragon form, but I will reveal that Ben's Angel/Fallen Angel form will only have two wings.**

**Akit Ahammed: Yes, the Omnitrix has a failsafe function. As for upgrading it, yes as well. Need to get the Ultimates in somehow.**

**TheAdmiralKJ12: Sure. I will place the powerscale at the bottom.**

**TheFreezerStreets: That sounds like a promising idea, but Riser doesn't have phoenix DNA. Just because he has the abilities of the bird doesn't mean he has the DNA of it.**

**Ultimate: Happily. I had forgotten all about them until you reminded me. Thanks.**

**Anonymous Ideas: Sounds good. Seeing as how nobody else has come up with a better name, I'll use your name. Thanks!**

**mbrad526: Ha. I get the reference. Funny. Maybe I should make an omake around that idea and Porkuprick being painted blue.**

**Guest-Questioner: I'mma go with Anonymous Ideas' idea of the Kitsune form's name being Tricksune. Thanks for contributing though. As for Kiba's arm strength, an interesting idea. If Rias thought of it, she would probably be taking Kiba on tonnes of 'training missions' (re: shopping trips).**

**Gem Warrior: Thanks. I'm just tired of seeing the protagonist spare the two people they can bed and killing the people they can't. Mittelt is already a part of Ben's harem that will eventually come into existence.**

**ARSLOTHES: I am definitely **_**not**_ **going to add Gabriel into Ben's harem. As for Serafall, chances aren't looking too good for her either. If anyone can give me a good argument as to why she should be in the harem, I'm all ears. You guys have until the Holy Sword arc to convince me.**

**Jerkface: Okay. Let me know if you do end up tearing a hole in the fabric of reality. That would be interesting to see.**

**RyuuundyingSoul: I am a sir and I will. As I have said many times before, there **_**is**_ **a harem (it's High School DxD, what do you expect?). As for the girls you recommended, I have already said that I will not pair Ben with Sona and Koneko. HOWEVER, lots of people have been asking me to pair Ben with Koneko, so I will **_**consider**_ **it. Like with Serafall, commenters have until the Holy Sword arc to convince me.**

* * *

It was almost sunset now. After Ben had shown off a few of his alien transformations, for the better part of the day he and Mittelt had talked to one another; with Ben telling stories of his exploits as a hero and Null Void survivor and Mittelt informing Ben about the basics of the supernatural world. While she wasn't a fangirl like Kunou, Mittelt was still impressed and fascinated by Ben's stories.

Eventually, Ben ended up asking why Mittelt was staying inside of an abandoned church. Which led up to their current conversation.

"So let me get this straight," Ben began from his seat across from Mittelt after taking a sip from the soda can that he had stolen from a nearby shop a few minutes prior as XLR8. "You and your friends are here because one of them wants the power of some nun to heal themselves?"

Mittelt shrugged. "Basically. I think her name is Asuna or something like tha…oh hey, here come my friends now."

Ben looked behind himself as Mittelt waved at a trio of entering figures. His first impression of the trio was that the teenage one looked like a dominatrix stripper, the man looked like he was a member of the mafia and that the last looked like the girlfriend of a mafia boss.

Ben, wisely, chose not to say any of that out loud; according to their earlier conversations, Mittelt and her friends were from a race known as the Fallen Angels, which were former Angels that had fallen from God's graces via one way or another for some reason. Apparently they possessed the ability to make spears of light, which Mittelt had displayed by materializing a pink spear. While not an actual threat to Ben, it would still suck to be stabbed by one of those while he was still a human before the Omnitrix's safety measures kicked in and transformed him into an alien.

"Hey guys," Mittelt said, standing up and waving at the three. "How did scouting go?"

Mafia-Man was the first to reply. He was a tall middle-aged man with tanned skin, dark blue eyes and messy black hair that was tucked underneath a black fedora. Adorning him was a grey trench coat, a white dress shirt with a matching ascot, a pair of black gloves, black pants and a pair of black shoes. His name was Dohnaseek, the only male of the Fallen Angel group and said group's resident battle maniac.

"It went fine," Dohnaseek answered with a dreary voice as he started walking in at a tired pace. "As far as we can tell, there's only one potential threat, but Raynare will be taking care of it soon so….Mittelt."

"Yes?" Mittelt asked, although she already knew where this was going.

"Why is there a human boy drinking soda sitting across from you?"

"Well, that's a bit of a funny story…."

"It involves aliens, a black hole, sky-diving as a pile of slime and furries," Ben said from his seat, not bothering to get up and address the newcomers.

"Not helping Ben."

Dominatrix-Stripper giggled a bit at the short but funny interaction going on between them. She was an attractive young woman with pale skin like moonlight, violet eyes and long black hair that trailed past her shoulders. She wore a leather thong-like piece of clothing around her hips held by three thin straps, strap-like objects that barely covered her breasts, gloves that ran up most of her arms and a single shoulder guard on her right arm with three metallic spikes protruding from it. This was Raynare, the leader of the group and the one who would be receiving the Sacred Gear of the earlier mentioned nun.

"You," Raynare said, pointing at Ben. "You're funny. What's your name?"

"Ben Tennyson," Ben replied before taking a sip from his soda. "What about you? Do you have names or am I just going to have to call you Mittelt's Friends 1, 2 and 3?"

Raynare snorted in amusement at this. So the kid had some sass. She liked that. With the impatient bundle of energy given physical form that was Mittelt, the fight freak that was Dohnaseek and no-nonsense attitude of her last companion, Kalawarner, humor was something that she rarely came across these days.

Well, aside from the occasional wisecrack from that rogue exorcist Freed they recruited a while back in Europe, but most of his jokes were more long tirades of insults and vulgarity than anything actually funny.

"I'm Raynare," she introduced herself before pointing her thumb at Dohnaseek and the other woman, who's name was Kalawarner. "Fedora over here is Dohnaseek. The lady is Kalawarner and I'm assuming you've already met Mittelt."

"No," Ben said sarcastically, taking another drink from his soda. "I've just been drinking my soda for the past few hours while ignoring the maid sitting across from me and talking to me."

"Maid?" Mittelt asked while Raynare, Dohnaseek and the newly-dubbed Kalawarner snickered at the boy's description of their youngest companion.

"Yeah, you're dressed just like a maid. Did you not notice that?"

"This is Gothic Lolita!" Mittelt said, getting a little bit angry and offended at having her attire being mistaken as a maid outfit. "It's completely different from a maid outfi….ARE YOU EVEN LISTENING TO ME?!"

Mittelt yelled that last part out since Ben's eyes had glazed over about five seconds into Mittelt's rant and his vision had wandered over to the church walls, where he had started counting the number of cracks it had out of boredom. His new friend's sudden raise in volume made our protagonist jump in his seat before looking back at her.

"I'm sorry, what?" he asked, finishing the last of his soda before tossing the can over his shoulder. "I was distracted."

Raynare struggled to keep her laughter in when she saw the look on Mittelt's face; seriously, it looked like steam was about to start coming from her ears before she managed to calm herself down. Halfheartedly, Mittelt reached into the air and materialized a light spear the size of a pencil before chucking it at the human with barely any effort.

The Fallen Angel woman expected Ben to try and dodge or maybe flick it to try and destroy it, but instead he quickly turned the dial of his watch before slamming down on the interface. A green flash blinded everyone in the room before it died down, revealing the alien replacing Ben much to the surprise of everyone there (except Mittelt since she had seen Ben transform earlier into this form and others earlier).

Standing in the boy's place was a humanoid being made up of pale green crystals that was a foot taller than Kalawarner. It's eyes were yellows and six crystal shards were situated along the being's back while two were on it's chest near the shoulders. The back of the head had a shard sticking out of it as well and the hands of the being were four fingered. A black and white jumpsuit adorned the creature and the Omnitrix logo stood proudly on the center of it's chest.

"**Diamondhead**," the newly transformed Petrosapien said and posed as the tiny spear of light created by Mittelt shattered upon contact with the alien's crystalline body. A moment passed where none of the Fallen Angels did anything. The newcomers just stood gaping at the crystal being while Mittelt smirked at seeing her compatriots flabbergasted at Ben's transformation.

When he realized that nobody was saying anything, Ben stopped posing and looked at his new acquaintances with their gaping mouths. A younger Ben probably would have laughed at their gasping fish faces, but the Null Void had forced Ben to grow up. He was now mature and wasn't amused by such juvenile things anymo….

"If you guys are just going to stare, I'm going to put crystals on you," Diamondhead said as he reached over, grabbed Kalawarner's head and encased it in a fishbowl-like structure of crystal. This caused Kalawarner to lose balance and fall to the side, cursing as she did so. Diamondhead released a giggle at that. "There, now you have a fish bowl to go with your fish face."

….the author was like to retract his statement about Ben being mature.

"_Ben?_" Raynare asked, flabbergasted. "What _happened_ to you? Is that some kind of Sacred Gear?"

"Looks like you're going to have to tell them your story Ben," Mittelt said from the wall she was now leaning against, smiling as a sour expression started washing across Diamondhead's face. Meanwhile, Ben was starting to get tired of having to repeat his origin story so many times.

'_Dang it, I'm getting real tired of having to explain my story every time I meet someone new. I hope this doesn't become a regular thing._'

* * *

**One origin story, explanation of how the Omnitrix works, showcase of five or six aliens and retelling of his adventures later….**

"And that is how I ended up in this town," an out-of-breath Ben explained from his seat, now back in his human form after he had removed the crystals from a now grumpy Kalawarner's head. "Any questions?"

A raised hand from Dohnaseek. "Yeah, I have one."

"Go ahead Doughnut Man."

"It's Dohnaseek."

"Dough Boi?"

"Dohnaseek!"

"Dovahkiin?"

"Dohna….actually, I don't mind that last one. Anyways, if you were able to fight against this Vilgax character you were talking about, how strong would you say you are?"

Ben took a moment to think about that, bringing a hand up to his chin and cupping it in thought. "Well, Atomix could probably take out a few mountains if I just threw caution to the wind and fought at full strength. Way Big apparently has the ability to destroy small planets like Pluto if he really tries and I did have an omnipotent form in here, but I haven't seen it in over a year or so."

The jaws of everyone there, including Mittelt's, dropped. An omnipotent form?! There was apparently an entire species of omnipotent aliens out there?! That was terrifying food for thought.

"What does that form look like?" Kalawarner asked cautiously, now a little bit wary of a kid who claimed he could obliterate small planets and essentially become more powerful than a god. Had he not possessed a shapeshifting device, she would have called bull on his claims. However, this kid had transformed into beings that lived on a sun, could become intangible at will and are able to duplicate themselves a thousand times over just mere minutes ago. For all she knew, his claims could just be lies or completely true. She sincerely hoped that they were lies.

"Here, let me show you," Ben said, fiddling with the Omnitrix. "Let me just connect to Space Google and…."

Ben froze while looking at the Omnitrix, causing everyone to stare at him in concern. Raynare snapped her fingers near Ben's ear to get him to snap out of it but to no avail. When that didn't work, they tried saying his name. Then came Mittelt poking his stomach with the tip of a full-size light spear to see of that got a reaction from him. To her credit, it did.

"Ouch!" Ben yelped, leaping back a bit to get away from the sharp object. "The heck was that for Mittelt?"

"Don't blame me!" Mittelt snapped back, dispersing her weapon. "You were just staring at your watch like you couldn't process anything else. It was freaking us out!"

"Oh, sorry about that," Ben said, now sheepish and rubbing the back of his head. "Say, you guys don't mind if I leave you for a bit, do you?"

"Um…."

"Thanks. I'll be back soon."

Without so much as an explanation, Ben slammed down onto the Omnitrix and transformed once more. The light faded to reveal an entirely black humanoid with star-like spots all over it's body, pupiless green eyes and three horns on the top of it's head, with the center horn curving back. The Omnitrix dial was situated on the center of the being's chest.

"**Alien X**," the new being announced in a voice that was a mixture of Ben's voice, a woman's voice and a man's voice before he started floating a foot off the ground. Once floating, he became motionless and stared blankly ahead of it without any real focus. For a moment, the four Fallen Angels just stood there gaping, wondering what this new alien could do before Raynare spoke up.

"So, what can this one do Ben?"

"…."

"…."

"…."

"Ben, are you listening?" Raynare asked, a little annoyed, concerned and curious all at the same time about what was going on. Alien X didn't respond to her and continued to stare off into space. "Answer me Ben!"

More silence.

"Ben, I like you but I swear to God, if you don't answer me, I'm going to jab you in the balls if you don't respond!"

Alien X still didn't respond, causing Raynare to growl in minor anger. Making good on her threat, Raynare formed a light spear and thrust it at the area that would have been Ben's privates had he still been human. What she didn't expect, however, was for the spear to shatter like glass upon coming in contact with Alien X's body. Raynare took a step back at this development and started thinking of other ways to get the Celestialsapien to respond.

"Dang, your boyfriend is hard Mittelt," Dohnaseek joked while snickering with Kalawarner. Said snickering of the two turned into full blown laughing when he saw Mittelt's now furiously blushing face.

"S-s-shut up!" Mittelt stammered. "He's not my boyfriend!"

"Yet," Raynare said, abandoning her thinking and joining her older compatriots in teasing Mittelt; that was much more likely to get results than stabbing the unresponsive shapeshifter. "If you'd like, I can give you dating advice."

"B-b-be q-q-quiet you!" Mittelt said, clenching a fist and pointing a shaking finger at Raynare. "I-I'm not his g-girlfriend! Ben, back me up here!"

Blank stare.

"…."

"…."

"B-Ben!"

Alien X continued to float there, looking off into space and doing nothing, much to the amusement of every adult in the vicinity. The trio of adults would continue to tease Mittelt and try and get Alien X to respond for several more hours before they decided to call it a night and went to their sleeping quarters.

But not before leaving Alien X a little surprise for when he came to….

* * *

**Meanwhile in Alien X's Mindscape….**

Ben opened his eyes to find himself floating in what appeared to be the void of space. However, Ben knew better. This was the mindscape of the most powerful form that Ben had ever unlocked.

"Ben!" greeted a cheerful female voice from behind him excitedly. "It's so good to see you once again!"

The shapeshifter turned around and was greeted to the sight of two floating, green mask-like faces. One of them was feminine and had a smile on her face while the other was masculine, had wrinkles and wore a grumpy expression.

"Hey pipsqueak," the male face said in an annoyed tone of voice. "It's been awhile."

"_Been awhile?_" Ben yelled in a shrill, annoyed voice while a vein throbbed on his head. "It's been over an entire damn year! Where the hell were you guys?! I went to dial Alien X up one night to talk to you guys but he wasn't there!"

For a bit of context, a few months after becoming stranded in the Null Void, Ben managed to unlock Alien X. Upon learning of it's omnipotent capabilities, Ben attempted to use this new form to attempt to escape the Null Void. What he didn't account for, however, was that the two personalities, Bellicus and Serena, wouldn't agree to help Ben in that endeavor.

When asked why, Serena had said that they couldn't say and Ben could have swore he heard Bellicus grumble something about 'a stupid, unoriginal omniversal saurian' (the author resents that). Ben chose not to question Bellicus about his grumbling in order to preserve what little sanity he still had after finding out the most powerful form at his disposal was also his most useless for actually surviving the void.

Anyways, upon learning that Alien X was pretty much indestructible, Ben started turning into Alien X every day to talk with Serena and Bellicus, seeing as how they were pretty much the only form of company he had, since Ben still had yet to find a Null Void settlement at the time. This would continue for about a month before, one day, Alien X seemingly disappeared from the Omnitrix.

No warning, no explanation. Just gone like that.

After a month of frantic searching through the Omnitrix and depression upon losing the only two friends he had in the Null Void, Ben resolved to escape the accursed dimension so that he wouldn't be lonely anymore.

And now that you have that bit of context, back to our regularly scheduled story.

"That was my idea," the female face, whose name was Serena, admitted with a simultaneously guilty and disheartened look on her face. "I figured that you needed extra incentive and motivation to escape the Null Void since you were starting to stagnate in your daily cycle of waking up, stocking your camp with supplies, hunting for food and dialing Alien X to talk to us. So one day I put forth the suggestion that Bellicus and I lock away Alien X until you escaped the Null Void and reach civilization. I'm sorry that we did that to you."

Ben felt a bit of his anger fade away (although he was still angry). He closed his eyes, pinched the bridge of his nose and took a deep breath in to calm himself before talking.

"Okay, I think I get where you're coming from," Ben said as he opened his eyes and released his nose. He looked up at Serena's still disheartened face. "And I'm willing to forgive you." Serena's face brightened, but Ben spoke before she could say anything. "But never, and I mean _never_, do something like that again. Capiche?"

Serena nodded furiously with a smile adorning her face. Ben smiled as well; it was hard to stay mad at Serena for any length of time. Now that they had made up, Ben was excited to tell her and Bellicus (the grumpy face) about his latest adventures. He especially couldn't wait to tell them about the new friends he had made and how he had defeated Bil….

"Now that you're back, I would like to resume our last conversation before we passed the motion to lock away Alien X," Bellicus cut in before Ben could start speaking once more. "I would like to vote on Tabled Motion 80,000,003: to save the dinosaurs from extinction."

Ben frowned at the interruption. "Really dude? I'm seeing you guys for the first time in over a year and you immediately start hassling me to help you guys settle your votes again? And aren't birds supposed to be dinosaurs or something?"

"Bah, birds are a disgrace to the dinosaur name!" Bellicus said, ignoring Ben's first question. "The non-avian dinosaurs were far superior to those flying imbeciles! Why they survived and the dinosaurs died off is beyond me."

"Nice to know I'm acknowledged," Ben mumbled sarcastically to himself at seeing Bellicus ignore the first point.

"Oh, he missed you too Ben," Serena reassured him. "He kept on worrying about you when you didn't escape the Null Void within the first week of us locking away Alien X. Why, just two nights ago he was putting forth the suggestion that we unlock Alien X just to make sure you were…."

"Alright, that's enough Serena!" Bellicus interrupted in an attempt to save face. He purposefully made a point to not look at the now-smirking Ben and instead chose to stare off at a star in the distance that had suddenly become very interesting. "Don't say things in a way that he'll misunderstand or misinterpret!"

As Serena and Bellicus started to bicker back and forth, Ben sighed and looked around the void of space he hadn't seen in so long. He couldn't help but wonder how the two, despite these two being who-knows-how-old, could be so childish at times. One would expect the two personalities of an omnipotent being to be more stoic or dignified at the very least. Not….this.

Was it unbecoming of a being of such incredible power? If you asked Ben, probably. Did it become annoying at times? Yes. Would he change them if he could? Absolutely not.

They were his friends, no, his best friends, and Ben had gotten used to their quirks, even if sometimes Ben found it difficult to deal with Bellicus' constant standoffish attitude or annoying that Serena was constantly cheerful. It was just a part of who they were and what they….

*Grumble*

Ben's stomach loudly growling stopped our protagonist from finishing that thought and caught the attention of the two Celestialsapien personalities, who turned to face the shapeshifter. Ben's face turned red in embarrassment and he scratched the back of his head. "Hey, you guys don't mind if I summon a cheeseburger, right? I mean, I've been stuck in the mountains for about a week without anything that could really fill me up…."

That was actually a lie. Ben could've become Wildmutt and hunted some wild animals, Stinkfly to browse on some of the vegetation or even Goop to consume dirt, leaves and bugs. Ben didn't do that though. Now that he was out of the Null Void, he had standards damn it! He had spent two years trying to leave the Null Void specifically to increase his living standards, not to keep the ones he had when he was living in that dimension.

"Seconded," Serena agreed, breaking off from her conversation with Bellicus. "Cheeseburger summoning motion carried."

Immediately after Serena finished that sentence, a large double cheeseburger with chili fries and a smoothie materialized in the air in front of Ben. Wasting no time, the apparent 'Voice of Reason' of Alien X leapt through the air and started devouring the food.

For the sake of readers who themselves may be eating, the author won't describe the scene. Just be assured that it wasn't pretty.

A few minutes later, a thoroughly satiated Ben floated towards a smiling Serena and a horrified Bellicus who looked like he had just seen the face of Toepick. Tiny pieces of food were now floating through the void of space that was Alien X's mindscape; a testament to how savagely Ben had dug into his food.

"So what were we debating about earlier again?" Ben asked cheerily with an unsettling smile, wiping some ketchup off of his lip. If this were a horror movie, you could easily be forgiven for thinking that it was instead blood and that Ben had just ate someone.

"T-to bring back the non-avian dinosaurs."

"Uh-hu. Tell you what Bellicus: the moment I no longer immediately associate extinct creatures being brought back to life with memories of me having to swing a mammoth around at high speeds as Four Arms, then we can talk about reviving the dinosaurs. That alright with you?"

Ben's smile brokered no room for disagreement, forcing Bellicus to nod in defeat. "Anyways, I hear that you've made some friends. Fallen Angels and Nine-Tailed Foxes apparently."

"Oh yeah, those are Mittelt, Kunou, Yasaka, Rayna….wait a minute, how did you know?"

Bellicus deadpanned. "Ben, Alien X is a genetic sample within the Omnitrix which, need I remind you, is attached to your wrist. Serena and I can hear everything that goes on outside of the mindscape."

Ben looked shocked. "Wha….bu….and you guys never brought this up before?!"

"No," Serena replied, floating closer to join the conversation. "It never came up in any of our conversations."

"...and you hear _everything_ that I say?"

"Yes," Serena nodded. "And Ben, I'm _very_ disappointed in your language. I thought you knew better than to speak like that."

"Told you we should've done something about that Argit fellow," Bellicus grumbled under his breath. "I knew he was bad news, but _no_. 'Ben needs social interaction outside of us' you said. 'He needs a friend that can help him outside of the mindscape' you said."

"Don't be like that Bellicus," Serena admonished. "He helped Ben many times during his stay in the Null Void."

"Yeah, while simultaneously swindling him and getting him into trouble!"

"Guys?" Ben tried to interrupt, seeing how this was going to evolve into another one of their long debates.

"No, there was that time in the settlement when he gave Ben the machine parts free of charge," Serena said in the defense of the rodent-like alien con artist.

"Guys?"

"You mean the stolen parts that an angry Techadon Weapon Master then attempted to kill Ben for three months later after mistaking him for the thief?!" Bellicus raged.

"I'm just being ignored now, aren't I?"

"Ben was able to clear up the misunderstanding though and was allowed to keep the parts after he became Diamondhead and provided the weapon master with some of his crystals," Serena continued to argue. It appeared as though the two personalities of Alien X had all but forgotten about Ben.

While they argued, Ben got into a lying down position and started to doze off. "May as well make myself comfortable," he grumbled under his breath as the two floating faces bickered in the background. Rest wouldn't come to Ben for almost half an hour before he lost consciousness.

It wouldn't be until another hour that Bellicus and Serena noticed that the Voice of Reason had fallen asleep. Agreeing to let the boy rest before transforming him back into a human (on account that Alien X was floating several feet in the air and turning him back into a human would result in a rather unpleasant wake-up), the two floated a distance away and started a new conversation.

"He's free now," Bellicus started, looking at the floating boy in the distance. "What does that mean for Alien X?"

"What do you mean?" Serena questioned.

"Just think about it: Ben always transformed into Alien X when he was unlocked because he was lonely. Now Ben is back in his home dimension and no longer has any reason to dial Alien X anymore."

"Ben's not going to just abandon us like that. I thought you would know that by now."

"I know, but he may not enter Alien X as often as he did though. And he's all the way on the other side of the world from where he lives. He doesn't have anyone to care for him now."

"Oh, so you _do_ care!"

"Wha….no….I….all I'm saying is that we need to keep the little punk out of trouble, that's all," Bellicus said hastily in an attempt to change the subject. Fortunately for him, it worked.

"How do you propose we do that?"

"Well, I have an idea….do you remember what that Mittelt girl was saying earlier about those things that she thought the Omnitrix was one of? What were they called again?"

"I believe they were called Sacred Gears."

"Yes, those," Bellicus smiled, something that rarely ever happened. "I believe that we should create a Sacred Gear of our own and place ourselves into that whenever Alien X isn't in usage."

Serena nodded, instantly seeing the appeal of the idea before joining Bellicus in smiling. Soon, a new Sacred Gear would be brought into existence; an act believed only to have been possible by the will of the Biblical God.

If the Fallen Angel leader Azazel had been there, he would have been acting like a rabid fangirl. But that's for later...

* * *

**The next morning….**

Ben awoke to find himself still floating through the mindscape of Alien X. After saying good morning to Bellicus and Serena, summoning some breakfast, eating that and stretching his muscles, Ben asked to transform back into a human, a request that the two personalities agreed to rather quickly.

Too quickly in fact. If Ben still wasn't groggy from just waking up he would have been suspicious.

Not that that mattered though because, in a flash of green light, Ben was human again and could once again see the physical world. Light flooded into his vision and allowed Ben to see the ruined inside of the church. A little ways off, he could see the forms of his newest friends. Dohnaseek and Raynare were smirking as they leaned up against the wall and watched him for whatever reason. Mittelt was looked like she was about to burst with laughter and even the serious Kalawarner had an amused smile on her face.

"Hey guys," Ben began. "Sorry that I kept you waiting for so long. Had to catch up with some old frie….why do my shoulders feel heavy?"

Ben looked at his shoulders before growing annoyed at what was on them.

"Why do I have your….damn it guys, don't use Alien X as a coat rack!"

* * *

**Author's Note**

**TheAdmiralKJ12 wanted a power scaling, so here it is. Keep in mind that this is very variable and is only accounting for direct combat with no weapons or supplies given to Ben's transformations.**

**Below Low-Class Devil: Grey Matter, Nanomech, Rockflea, Walkatrout, Unseen Transformation 1, Unseen Transformation 7**

**Low-Class Devil: Corfew, Ditto, ****Juryrigg, ****The Worst, Unseen Transformation 5**

**Mid-Class Devil: Ball Weevil, Bloxx, ****Brainstorm, ****Bullfrag, Buzzshock, ****Chamalien, ****Frankenstrike, Goop, Jetray, Lodestar, Mole-Stache, Porkuprick, Rocks, Slapback, Snare-oh, Spitter, Squidstrictor, Stinkfly, Tricksune, Upgrade, Wildape, Wildmutt, Wildvine, Unseen Transformation 2**

**High-Class Devil: Arctiguana, Astrodactyl, Blitzwolfer, Chromastone, Crashhopper, Diamondhead, Fasttrack, Feedback, Firefox, Four Arms, Gax, Gutrot, Heatblast, Kickin Hawk, Ripjaws, Shocksquatch, Spidermonkey, Swampfire, Unseen Transformation 6**

**Ultimate-Class Devil: Atomix, Big Chill, Cannonbolt, Clockwork, Eatle, Echo Echo, Eye Guy, Gravattack, Humungosaur, Pesky Dust, Rath, Shock Rock, Upchuck, XLR8, Unseen Transformation 3, Unseen Transformation 4**

**Great Red/Ophis: Toepick, Way Big**

**Solos the Universe: Alien X**

**I didn't include Downfall, Lucifire or Seraphist in that because I feel as though their powers are variable at the moment (as in Ben grows stronger the more he uses them and gets use to the magical abilities of each of them).**

**Originally, Raynare was going to hate Ben but I found it easier to write her as someone more amused by Ben than someone who hates him. That and I couldn't think of a way to make her dislike Ben. Kalawarner dislikes him because of his fishbowl joke though.**

**Just so you guys know, Raynare is still evil. She just isn't in opposition with Ben or any of the other main characters at the moment.**

**Bellicus and Serena are in this story! I never liked how Ben was on bad terms with the two after Alien X's debut episode and never did anything to better his relationship with the two. In this story, Ben is friends with the two since he didn't have any impending alien invasions forcing him to act like a jerk to convince them to let him exit his Alien X. So in this, they are good friends of Ben's.**

**I guess I should apologize alexmercerrock. I said that Ben won't bring Alien X out all willy-nilly. Well, I guess that was a bit of a lie, seeing as how I just brought out Alien X all willy-nilly this chapter. Sorry.**

**Also, Bellicus and Serena Sacred Gear! Bet you guys didn't see **_**that**_ **twist coming! I'm rather proud of myself for coming up with that little piece of originality. Anyways, I need suggestions on what the Sacred Gear should be called and what it should do. It can't have omnipotence.**

**So some people are probably wondering how many girls are going to be in Ben's harem. Well, as Crossoverpairinglover brings up in the second forenote in his first chapter of Pokemon Reset Bloodlines (go read it, it's amazing), every series has a specific number that should be the maximum size for a character's harem, like with Naruto being 9 (since Kurama is a Nine-Tailed Fox) and Pokemon being 6 (since you can have six Pokemon with you).**

**Anyways, seeing as how Ben ****10** **gives the number ****10** **a pretty big significance in the series since Ben was ****10** **when he got the Omnitrix, got ****10** **transformations to start out with, has a last name with the word ****10** **in it and (from Alien Force onwards) has a ****10** **on all of his clothing, I think that it is only appropriate that Ben's harem have 17 girls in it.**

…**.**

…**.**

…**.**

**Okay, joking aside, it's gonna have 10 girls in it. As you can tell from my earlier after chapter comments, Kunou, Ophis and Mittelt are going to be in it. And, as you can probably tell from Le Fay and Ravel being in the listed characters in the description, they are going to be in it as well. So who are the other five going to be? I ain't gonna say and just let you guy speculate. Anyways, cheers!**


	6. An Eventful Reunion

**Well, I currently have 143 follows and 110 favorites. Noice. I feel accomplished. In fact, I'mma do a victory dance to celebrate (starts doing a victory dance before Purp comes along and smacks some sense into me). Ahem, moving on!**

**I got really excited to write this one, hence why this was uploaded so soon. This is easily my longest chapter so far, with it being 12,154 words long. I am rather happy with how it turned out and I hope you guys are too. Now, onto reviews and questions.**

* * *

**Questions and Reviews**

**RyuuundyingSoul: At least one will, yes. That one is a certain alien overlord….**

**Jamesd126: Acceptable names, but you didn't include a description of the abilities or appearance of the Sacred Gear.**

**drago: Feedback doesn't naturally possess all of that energy and has to absorb it from an external source. Therefore, I placed him at the strength of High-Class Devil. I should also mention I have no intention of bringing Eon into this story.**

**TheBeatles211: Bellicus and Serena are omnipotent (when they can come to an agreement), not omniscient. The abilities of the Sacred Gear seem pretty solid and I can see it being any one of the items you named, although a name for gear itself would be appreciated.**

**PhysicsLlama: That description sounds pretty solid as well. I can definitely see the symbolism and how it fits with Serena and Bellicus' personalities.**

**CasualFictionWriter23: Thank you. I do try my best.**

**Maximum Rhapsody: Okay, several things I wish to say. First of, I find it difficult to believe that Serafall would start falling in love with Ben after watching Ben beat up other people in a Rating Game. Second, there is literally no scenario where Ben would have to fight Vali in order to protect Sona. Third, watching Ben transform into aliens doesn't really give Serafall a knowledge about Ben or his forms. Fourth, the Omnitrix is no longer exerting the pressure/power it was during the first few hours that it was within the world, so she wouldn't be able to tell that Ben was the source of the power surge in Chapter Three. Finally, for the points you bring up with Koneko….those are actually pretty good. Fine, Koneko is in the harem. **_**Happy guys? Because, despite my better judgement I am since this pairing is cute as balls.**_

**trollzor69: Ghostfreak and Whampire will get in eventually. Just wait.**

**Phamhoangnam02061998nam and Arthur10: I have already seen that video and already understand Ben's aliens to a great degree. I didn't include aliens that Ben doesn't currently have, which include Ghostfreak, Whampire, the Andromeda aliens and Overflow. If they were included, then Whampire, Overflow, Terraspin, AmpFibian and Armodrillo would be equal to High-Class Devils and Ghostfreak, Water Hazard and NRG would be at Ultimate-Class (possibly even Great Red/Ophis levels for Ghostfreak because of his body possession and ability to destroy souls). On a side note, AmpFibian is only able to read minds if he touches that person's head with his tentacles.**

**LittleWhiteMouse: Probably, but the main purpose of the Sacred Gear is so that Bellicus and Serena can keep an eye on Ben when he is outside of Alien X. They aren't exactly seeking to be beyond Longinus strength (heck, they don't even know what Longinus are since Mittelt never told Ben about them), just strong enough to protect Ben. I hope you enjoy Ben's rejections at the various offers he gets from Devils to join their peerages when that eventually happens.**

**SetaianFlame: Yeah, too many stories start out with the protagonist being on good terms with Rias. I didn't want to have that trope in this story. Sorry about the power scaling, but those are just in an open space with nothing around. If it were in the water then Ripjaws, AmpFibian and Overflow would all be Ultimate-Class while in a laboratory, Juryrigg and Grey Matter would all be Ultimate-Class. The list is very variable, so take what I say with a grain of salt.**

**The name does sound good, but I like the sound of Lucifire just a bit more. Sorry about that. I like the sound of both your suggestions. Dammit guys, stop having good ideas (that was a joke, please don't stop)! As for your English, it's fine. I can understand what you are trying to say, so there is no need to apologize.**

**TheAdmiralKJ12: I already answered your questions via PM.**

**Akit Ahammed: The Omnitrix still has Alien X in it. The Sacred Gear is just where Bellicus and Serena will be residing whenever Alien X isn't being used. I probably should have used Alien X later on, but I just wanted to write that. I have no other Ben 10 stories planned at the moment, but feel free to write those yourself if you want.**

**Bruce USSR: Got it.**

**DigMasterDwarf: Thank you. I plan on continuing this story, so no need to worry about that. I thank you for compliment, but I can't claim all of the credit. I have a friend on this site (and IRL) that reads through my chapters, corrects mistakes and tells me which parts he feels I should include. I call him Purp, although his account name is different. Anyways, give Purp some love in the comment sections guys. He's the one who came up with the names of Downfall, Unseen Transformations 4 and 6 (which we see in this chapter) and Unseen Transformation 3 (damn, I am so hyped about that transformation).**

**Guest: Nope. Ben's Sacred Gear will not revolve around or be related to the Ultimates.**

* * *

Several days had passed since Ben had awoken to find that himself being used as a clothes rack by the Fallen Angels while he was stuck as Alien X. Over the course of that time, Ben had made himself at home in a nearby hotel and was rapidly adapting to being back on Earth.

Now, you folks may be wondering if Ben had somehow managed to procure enough money to be able to rent a room there by maybe selling Diamondhead's crystals or something similar. The answer is no. Of course not.

Ben had instead used Upgrade to hack into the computers to make it look like he had paid for the room ahead of time.

Anyways, outside of tricking hotel owners, Ben's week was a relatively busy one. During the day, he would go over to the abandoned church and spend his time with the Fallen Angels as they prepared for whatever activities they were going to be doing later. At night, Ben would sneak into stores as Big Chill and grab essential living necessities like food, water, clothing and personal hygiene supplies….along with video games, candy, soft drinks and whatever caught his eye.

Yep. Only the essentials.

Ben was also introduced to an associate of Raynare's: a vulgar exiled priest and exorcist by the name of Freed Sellzen. Ben didn't particularly like Freed, with his hobby of killing supernatural creatures that weren't allies of theirs for fun. The differing ideologies between the two had quickly led to fight between them.

Four Arms had been happy to show Freed the errors of his ways very quickly, much to the amusement of a watching Raynare, Mittelt and Dohnaseek.

When the Fallen Angels weren't available, Ben took to wandering what he now knew was called Kuoh Town for more places to rob….I mean, procure items from at a future date. He even saw Kiba and the other people he had been with when Ben had first met him in the distance a few times. However, seeing as how he knew that they weren't human, Ben decided not to take any chances and kept his distance. It would just lead to more work and drama to deal with later on.

Ben had also been getting used to four of his five new forms: Firefox the Nine-Tailed Fox form, Tricksune the Kitsune form, Corfew the Karasu-Tengu form and Downfall the Fallen Angel form (he hadn't quite gotten to practicing with his fifth form yet). Every day in the early morning before most people woke up, Ben would turn into Jetray and fly outside of town to practice with his new forms on the surrounding area.

Firefox was easily the most powerful of his new transformations, having good durability and reflexes for something of his size, nine relatively strong tails, the ability to coat his fists in foxfire, a mastery in Youjutsu and the ability to transform into an actual large fox with nine tails about half the size of Yasaka when she had entered her vulpine form. The transformation of the fox further increased his durability, strength of his foxfire and Youjutsu mastery. If Ben ever needed a quick, reactive and heavy hitting form, Firefox would be able to fit the bill just fine.

Tricksune was significantly less powerful, but overall more well-rounded than Firefox. What Firefox had in power, Tricksune had in speed, stealth and even quicker reaction times. Due to not being burdened by eight extra tails, Tricksune was able to weave through forested areas quickly without making a noise. On top of that, Tricksune still had the same mastery over Youjutsu that Firefox had, just at a level of less strength. While not especially powerful, Ben's Kitsune form still made for a good stealth transformation.

Out of all the new forms Ben had obtained, he was the most disappointed by Corfew. While he had a sharp beak, sharp claws, the ability to fly, enhanced agility and an extensive knowledge and mastery of kendo, there was nothing really stand-out about Corfew. He didn't have high durability, enhanced strength or any sort of distanced attacks. Ben doubted that he would have the luxury of being provided a staff or bamboo sword in combat, so Corfew was simply a form that didn't have a lot of use outside of certain scenarios; he wasn't useless, but he didn't have a whole lot of use either.

Downfall was, without a doubt, the most versatile form Ben had obtained since escaping the Null Void. Downfall had a fair amount of endurance, the ability to use magic (which could apparently erase memories, something Ben was hyped about), the ability to create green light spears and being able to fling feathers from his wings, which were apparently as strong as steel and sharp as knives. Definitely a good all-rounder in Ben's opinion.

The most noteworthy thing of interest that had occured over the last few days was that Bellicus and Serena had been rather secretive as of late. Ben was used to the Voice of Rage and Aggression not being the most social of people, but seeing Serena act that way had really surprised the shapeshifter. What really frustrated Ben was not knowing why they were being so reclusive recently. Whenever he asked them about it, Serena would smile and Bellicus would smirk while they glanced over at each other and said 'it's a surprise' before they resumed their whispered conversations.

Stupid green omnipotent faces floating in the middle of space.

Anyways, it was the combination of Ben's distaste of Freed, the recent business of the Fallen Angels and the reclusiveness of his two closest friends, that had led him to where he stood now: before the very gates of Hell.

And by Hell, I mean school. The high school campus of Kuoh Academy to be specific.

'_I can't believe the day has finally come where I willingly head towards a school_' Ben mentally groaned to himself as he walked through the gates. '_The world must be ending. Note to self: give Freed a weggie as Four Arms later to make myself feel better._'

Feeling only slightly better upon that prospect, our protagonist walked towards the ajar gate in hopes of finding entertainment. Ben was currently wearing a white long sleeve T-shirt with black horizontal lines on the sleeves and vertical lines on the main body, a pair of grey shorts, a pair of black sneakers and grey socks.

The author will not be describing Ben's undergarments like he did for Rias in Chapter 4 for many obvious reasons.

Seeing as how it was midday and probably just before lunchtime, there was nobody at the front of the school. That was a minor blessing Ben supposed. He had no idea how a crowd of teenagers would react to some random kid from the street just walking onto their campus. Speaking of the campus, Ben was currently admiring it as he walked through the gates.

'_Damn, that's actually a really nice school building_' Ben thought to himself. '_Looks like it came straight out of one of those old pictures Grandpa Max used to show me. Although it kinda reminds me of that Bancroft Academy place that Gwen wanted to go to._'

Ben felt a shiver travel down his back as he remembered that little misadventure and the terrible encounter with the being that still made himself known in Ben's nightmares….

The jagged fangs placed haphazardly along the mouth….

The bright purple eye staring into his very soul….

The long, black claws reaching towards him….

*Ring**Ring**Ring*

Ben was snapped out of his little trip down memory lane by the school bell ringing. Letting out a sigh of relief upon not having to deal with that bad memory anymore, Ben continued his trek through the school as students started to emerge from the building. One thing that Ben noticed almost immediately was that there were a number of girls here. Scratch that, a lot of girls were here.

Like, for every boy, there were three girls. That, combined with the obvious age difference, was enough to make Ben feel awkward just by being there. But that wasn't the worst part. The worst part was that the girls Ben passed were starting to mutter how adorable he was and some even tried to grab him as he walked by.

'_Just ignore them_' Ben thought to himself, purposefully not looking at the curious crowd and smacking hands reaching towards him away. '_Just ignore them Ben. Try thinking of something else. Like Sumo Slammers. Or chili fries. Mr. Smoothy. Turning into Way Big and chucking enemies into the horizon. Chilling out with Mittelt alone and playing video games….where did that thought come from?! Damn it Dohnaseek, your teasing is giving me weird ideas…._'

Ben felt someone tap his shoulder and decided to just bolt. Not because he was scared or even startled, mind you. He bolted because he needed to get his mind off of that last thought concerning Mittelt. Without even looking back at the one who had tapped him, Ben booked it around the corner of the school building and out of sight, much to the confusement of everyone around him.

Koneko continued to stand where she was, processing this unexpected development before shrugging to herself and walking towards her usual lunch spot. So much for helping the lost kid. Although he did look kind of familiar. Maybe she had seen him before?

….

….

….

Eh, she'd try and remember where she'd seen him later. Right now, there were sweets that needed attending to.

* * *

**...**

A distance away on a lush grassy hill overlooking a dirt and gravel path that the students often ran on during PE, three boys laid there while contemplating their lives. To anyone outside of Kuoh Academy, they would have just been a group of average looking students. However, the students (more specifically, the girls) of Kuoh Academy had dubbed the three of them "The Perverted Trio", a title that they actually wore with great pride.

The boy in the center of the group had fair skin, spiky brown hair with two locks behind his head and brown eyes. Like his two compatriots and every other boy in school, he wore the standard Kuoh Academy Boys' Outfit. He was Issei Hyoudou, pervert extraordinaire and a self-proclaimed "cleavage connoisseur". Issei was passionate and intense in his emotions, shouting out his thoughts at times, even if they leaned towards the more perverted or inappropriate side of things. That often earned him the ire of the girls around him.

To Issei's right laid a boy with black hair just as spiky as Issei's but more controlled. He had fair skin and wore glasses that prevented the author from knowing what his eye color is. This one was Motohama and he had the amazing yet completely useless ability to tell a woman's three sizes just by looking at her. Whereas Issei was intense, Motohama was calm and collected, something that unnerved the girls he peeped on since that meant he was less likely to give his position away than his friends. He had come to be known as the "Three Sizes Scouter" and "Perverted Glasses" over the course of his stay at Kuoh Academy.

The one on Issei's left was a boy with fair skin, a shaved head and squinted grey eyes. His name was Matsuda and he was a self-proclaimed lolicon. The author is uncomfortable about writing about lolicons, so he is just going to get to the point: His nicknames are "Perverted Baldy" and "Sexual Harassment Paparazzi". Matsuda used to be a football jock and school sports star back in middle school days, but he had since then taken more of an interest in photography, hence why he joined the Photography Club. He had an extensive collection of porn and was not ashamed to bring his collection out into public, much to the disgust of the girls.

Issei sighed before looking up at the sky with a blank, unreadable expression. "I gotta say, boobs are the best thing ever. I wish I had a pair to squeeze."

"Trust me my man, you and I are on the same page," Matsuda said, raising his hand into the air in agreement.

"Me too," Motohama said as he modified his glasses to a more comfortable position. "But it's all pointless, so stop saying that. You're making me feel empty."

"Matsuda, Motohama," Issei started as he sat up from his spot and stared at a group of girls in their gym uniforms in the distance. "Can you guys tell me why the hell we enrolled in this school again?"

"Like you don't know," Matsuda said in a somewhat content voice as he prepared to make a speech. "Kuoh Academy was a place where up until a few years ago was nothing but chicks."

"We have to take advantage of this overwhelming female-to-male ratio," Motohama butted in. "Also, the oversea foreign exchange students here are ridiculously beautiful."

"That makes us boys valuable," Matsuda continued enthusiastically. "With hoon as far as the eye can see, we figured hoes would be lining up to get off our jocks and we wouldn't have to lift a damn finger! We'd be drowning in that stank! You basically can't mess up!"

"In short, we'll get our very own harem!" Issei shouted enthusiastically, doing a pose in excitement as he stood up, Matsuda and Motohama following his example mere moments later.

"Hell yeah!" Matsuda shouted excitedly. "We were gonna have casual unprotected sex with hot chicks and then never call them again! A successful life full of real butts and bosoms was awaiting us!"

The trio were interrupted from their dynamic posing by a large group of girls running past them in gym uniforms. They kept on chanting "One, two, one, two" and "Fight on" while swinging their arms to and fro, which made their breasts bounce up and down, much to the enjoyment of the Perverted Trio. However, the atmosphere around the boys quickly grew depressed when they remembered a disheartening fact.

"That was the plan we thought of anyway, but here we are in the spring semester of our second year and between the three of us we don't have or have ever even had a girlfriend," Issei reflected in a more neutral tone of voice as he and his friends watched the gym girls pass. Or more specifically, they watched their butts as they ran by. I mentioned that they were perverts, right?

"What's the point?" Motohama asked in a monotone voice. "It'll never happen so stop saying that. You're making me feel empty."

"No, we can't give up now!" Issei proclaimed passionately as he clenched his fists and widened his stance, still watching the retreating figures of the girls. "You lose the moment that you give up! We have the rest of this year and next year, so we still have a chance! It's not too late for us…."

A series of excited screams and squeals on the path above the trio interrupted the pervert from continuing him passion driven speech. Walking along the path was a familiar blonde Knight of Rias Gremory and the one dubbed the Prince of Kuoh, Kiba Yuuto. Running towards him was a group of three girls.

"Kiba-kun, wait up!" cried the girl with short, brown hair and hazel eyes in the center. Kiba stopped a turned around with a smile on his face as he addressed the blushing trio of girls. "What are you doing right now?"

"Yeah, you maybe want to go sing karaoke with us?" hopefully asked the girl with shoulder-length black hair and grey eyes on the left.

"Thanks, but I've got a meeting with my club to discuss upcoming club activities," Kiba said. '_Like finding Ben and making sure he's safe_' Kiba thought to himself before adding as an afterthought '_And not a threat to us_'.

"Ahhhhh…." the trio said simultaneously.

"That sucks," said the girl with light brown hair that trailed past her shoulders and dark brown eyes to the right. "Too bad."

"I really do wish I could go though," Kiba said, smiling as he apologized. "It's very cool of you ladies to invite me. I'm really sorry."

The girls once again started smiling as they blushed and clasping their hands in happiness from the praise they had received from the Prince of Kuoh. With that done, Kiba started walking towards the old school building in the woods once more to let Rias now that his daily morning search for Ben had been unsuccessful once again.

"Kiba Yuuto," Motohama said with distaste in his voice as he adjusted his glasses once more. "From Class 2-C. He's an idol to basically every girl in this school. Which also means basically every girl in this school wants to sex him up."

"And every guy wants to mess him up!" Matsuda exclaimed angrily with a clenched fist raised (**the author would like to say: if that's the direction you swing man XD**). "That makes him the enemy of all boys, us included!"

"That fool!" Issei cried out in a mixture of anger and jealousy, now clenching his fists as well. "I don't get it! It's ridiculous that just because he's kinda handsome, sexy, really smart, good-natured and the coolest guy in school that he gets all of the girls! Why do they all want to rub off on Kiba?!"

"He sucks so much less than we do," Motohama replied, anime tears flowing from his eyes like waterfalls. "Stop talking. You're making me feel empty."

Issei sighed in depression as his anger and jealousy quickly subsided and gave way to sadness. "Life really does blow sometimes. The world is so unfair."

As Issei and Motohama were slumped in a brief depression, Matsuda glanced at his watch to check the time. "Oh shit, it's almost time! I'm going to be late!" Matsuda started to run off after picking up his backpack from the ground. His two friends stopped him before he could get too far though.

"Gonna be late for what?"

Matsuda paused from walking down the hill and turned back towards his friends. Issei thought that Matsuda was going to answer his question but was instead greeted by Matsuda giving Issei what he could only describe as a dumbass monkey face with a perverted grin, an equal perverted giggle and a cheesy thumbs up.

* * *

**...**

"This school seriously has a fucking fenced-in forest on it's campus?!" Ben asked to himself incredulously as he pushed a low tree branch aside. "Why the fuck would they need a goddamn forest on campus?!"

After running away from Koneko, Ben had stumbled into the forest in an attempt to take his mind off of the thought of being alone with Mittelt while holding hands and….

"GOD DAMMIT DOHNASEEK!" Ben yelled as he clutched his head, running once more. "THAT'S IT, IMMA FORCE YOU TO SPAR WITH ME AS ASTRODACTYL AND SEE HOW FUNNY YOU THINK IT IS TO TEASE ME WITH AN ENERGY WHIP UP YOUR ASS!...as soon as I find my way out of this forest."

Upon completing that sentence, Ben stopped and realized that he had just gotten himself even more lost in the forest because of his pointless running. Taking a deep breath to calm himself down, Ben tried thinking of something else to take his mind off of Mittelt. '_Okay. Think of something else Ben, like maybe some kind of animal. Um….dogs! Yes, what are like dogs? Wolves, dingoes, jackals, coyotes, dholes, foxes….like Kunou! She was cute. I wonder what she's doing now? Maybe I should go see her some time to….wait a minute._'

It was at that moment that Ben knew that he had just shifted his confused thoughts from one girl he suspected he was starting to develop a crush on to another.

Before Ben could once more yell out in frustration, he heard an excited male voice speak from the otherside of the bushes he was standing in front of. "Ohhh, Murayama's tits are so freaking big! They're freaking huge!"

"She's 82-70-81," a second male voice said.

"And Katase's legs are crazy sexy. Ahhh, they're so nice!"

"She's 78.5-65-79."

"I miraculously found this spot yesterday during PE. I call it the Tit Hole!"

"Good job Matsuda!"

"Guys, my turn!" a third voice said. "Don't keep it all to yourselves. Let me see too, damn you!"

"I wonder what that's all about," Ben muttered below his breath before dialing through the Omnitrix until he found the outline of the form he wanted and pressed down. A green light illuminated the area in a flash before it died down just as quickly, revealing the transformation Ben donned this time.

In Ben's place stood a purple salamander-like being that stood on all fours, although it could walk on two legs just as well. Darker purple patterns that resembled camouflage patterning made itself known across it's damp hide and the top part of the alien's head was black with a single pointed spike jutting out from the back. The front legs/hands of this form had four fingers, while the back legs had only three. Three eyes could be seen on it's head with the right one being red, the center one green and the left one blue. When the alien smiled, sharp teeth could be seen in it's maw. The Omnitrix dial stood on the center of the chest of the amphibian-like alien.

"**Chamalien**," Ben whispered out in a French accent before he seemingly disappeared into thin air with a sharktooth grin. If someone had seen that, they would have compared Chamalien's disappearance while smiling to that of the Cheshire Cat from Alice in Wonderland. The branches of the bushes that had laid in front of Ben before he transformed parted for an unseen force before going back to normal; Chamalien was a Merlinisapien, a species of aliens with the ability to turn invisible.

As Ben snuck through the vegetation towards the source of the voices, Issei stood alert from his position behind Matsuda and Motohama. He had been the only one to see the flash of Ben's transformation because he hadn't been distracted by Matsuda's "holy grail of peeping spots" as Matsuda so called it.

"Did you guys see that flash?" Issei asked, looking around for whatever could have caused it.

"If you mean by Murayama flashing us her tits, then yes!" Matsuda replied excitedly, steam blowing out of his nostrils. "Come on, take off your bra too Katsae!"

"No guys, like a flash of green light," Issei said while still searching.

"That girl over there by Katase has a pair of green panties," Matsuda offered uselessly.

"She's 84-69.5-79."

Chamalien sweatdropped at the sheer pervertedness of the two peepers while standing next to an unaware Issei. '_Okay, um, wow. What did I just walk into, a pervert convention?_' Although standing next to the brunette did give Chamalien an idea. Giving a big Cheshire Cat smile, Chamalien allowed a long, retractable, black stinger to release itself from the end of his tail before pointing it towards Issei's rear. '_If I'm going to be stuck at a school I may as well have some fun with it._'

"You know what, never mind," Issei said after he gave up on searching for our invisible hero. "Let me have an-OUCH! MY BUTT!"

Chamalien chuckled as he pulled his stinger back into his tail. Issei's distressed yell had caught the attention of both of his friends and the girls that they were peeping on. As Chamalien backed off so that the now-flailing Issei didn't bump into him, he heard the voices of girls within the building say "What was that?" and "Is someone outside?" followed by a number of gasps and other noises as the girls inside did things Ben couldn't identify by sound.

Their cover blown, Matsuda and Motohama immediately tried to run away. However, seeing another way to cause mischief, Ben decided to trip them on their way out while still invisible. That confused the duo greatly as they seemingly tripped over nothing.

"The hell?" Matsuda asked. "What did we just trip on?"

"I don't know," Motohama responded. "Maybe a rock?"

Chamalien chuckled out loud before deciding to answer them. "No. That would be me."

The arrival of a fourth voice immediately set the Perverted Trio on edge, prompting them to turn their heads every which way to search for the source of the voice. Chamalien almost lost it as they overlooked him with those bewildered eyes but managed to keep it together. He had a prank to pull off after all.

"Who is there?" Issei asked the air in front of him. Chamalien smirked as he walked behind Issei and tapped his shoulder after making himself visible once more. The brunette turned around quickly and was greeted to the sight of the smiling, sharp toothed mouth of the Merlinisapien.

His reaction, along with the reaction of his friends, was amusing to say the least. Issei turned paled considerably to the point that someone could have mistaken him for being albino (are albino humans even a thing?). He opened his mouth and closed it several times, trying to collect himself enough to formulate a sentence but failing each time.

Matsuda and Motohama fared no better, having seen the creature seemingly materialize out of thin air behind their friend. Right now they were hugging each other while shivering and whimpering in terror. They had just barely been able to stop themselves from peeing their pants in fear.

Was this joke cruel? Yes, very. Did Ben care? No, not particularly. This was gonna be hilarious!

"My name is Chamalien," Chamalien said, flicking out his retractable tail stinger to further scare the perverts. "And I have come for your souls humans. Once I have them, I have been ordered to drag your spirits into the womanless pits of Hell where they will stay for the rest of eternity without ever seeing a pair of breasts again."

"_NNNNNNNNOOOOOOOOO!_" the trio all yelled as one, both in fear of dying and being taken into an afterlife where there would be no chance of being able to see the chests of females. "Please no! Have mercy great and mighty Chamalien!"

Chamalien didn't outwardly show it, but he was dying from laughter on the inside. He could hear the girls from earlier running towards the trio and closing in fast from around the other side of the building. Ben needed to do this fast.

"Well, there is one way that I may be able to spare you, but you must do exactly as I say."

"Tell us oh merciful Chamalien!" the three said, desperate to not have their spirits taken to titless Hell. "We'll do anything!"

Chamalien smirked. The girls were almost just around the corner. The timing would be perfect.

"When I say 'go', you three must shout as loud as you can for me to beat you as hard and long as I want. Maybe add something to the end to make beating you up sound more enticing. Only then will I be satisfied and let you three live. Do not hesitate though or else I'll take your souls then and there. Do you understand?"

The trio nodded in fear rapidly, instantly agreeing to do so. It would suck being beaten up by Chamalien, but he was just one guy….creature….thing and would probably tire quickly. If this allowed them stay alive and be able to continue seeing the wonderful gift from God known as a woman's breasts, then they would do so a thousand times over.

"Ready?" Chamalien asked as the footsteps grew increasingly closer. The trio nodded and closed their eyes in fear, prompting Chamalien to turn invisible right as the Girls' Kendo Team came around the corner and started walking towards the unaware Perverted Trio from behind. "Go!"

"PLEASE BEAT US FOR AS LONG AND AS HARD AS YOU POSSIBLY CAN!" the Perverted Trio shouted all at once, startling the girls behind them. "WE'LL LET YOU DO SO, SO PLEASE DON'T HESITATE! IN FACT, WE'D BE HONORED IF YOU HURT US AS MUCH AS YOU POSSIBLY COULD! DON'T HOLD BACK!" Silence reigned the area for a moment before the trio opened their eyes to no longer find Chamalien standing in front of them. The three jumped up into the air in celebration and hugged each other with happy tears flowing down their cheeks before Issei noticed the Girls' Kendo Team smiling sadistically as they readied their bamboo swords and popped their fists.

"Hey guys," Issei said as he stared at the advancing girls.

"What bro?" a tearfully happy yet simultaneously terrified Matsuda asked from his right.

"I think we've been conned."

Upon that statement, Matsuda and Motohama turned around to see what Issei was talking about. Their faces paled once more as they saw the troop being led by a smirking Murayama and an unusually happy looking Katase.

"Well, well, what a surprise," Murayama said, holding her sword. "The perverts actually offered themselves up to us for once. How thoughtful of you three."

"W-w-wait," Issei said with a nervous smile. "W-we w-w-were s-saying that to Ch-Chamali…."

Issei would never get the chance to finish his sentence as the Girls' Kendo Team eagerly pounced on he and his friends. The author won't describe the scene but be assured that it wasn't pretty in the slightest. The screams of pain coming from the trio could be heard from as far as outside the gates of Kuoh Academy.

* * *

**...**

"Oh man, I can't believe they actually bought it!" Ben said between his laughter as he clutched his sides and leaned against a seemingly abandoned school building he had found in the forest. "Best prank ever! Man, I can't wait to tell Mittelt and the others about it."

Ben spent a few more moments laughing it up before he started paying closer attention to his surroundings. The forest was lush and green and the wall he had been leaning against had relatively little moss growing on it. The building actually had a fresh coat of white paint on it's walls and a clocktower could be seen emerging from the building. Vines grew along it's walls….

"Ben?!"

….oh, and Kiba had just emerged from the forest with some girl with short white hair. Ben was pretty sure that she had been a part of Kiba's group the day he had met Kiba and Rias, but Ben couldn't remember for sure.

….

….

….

Eh, he'd try and remember whether she'd been a part of Kiba's group later. Right now there was an awkward situation that needed attending to.

"Hey Kiba," Ben said, lazily raising a hand into the air in greeting. "How've you been?"

"...good," Kiba said after a pause as he watched Ben closely as if he might disappear again, which was very possible. Ben had six different methods of instantly 'disappearing' that he could think of off the top of his head. "Ben, where have you been? Rias and I were worried about you after you disappeared in that green flash."

"Oh, I didn't disappear," Ben said nonchalantly. "I turned just turned into an alien and ran away after I found out Rias isn't human."

"What?! How did you…."

"My watch," Ben said, pointing at the Omnitrix. "It scans uncatalogued DNA from sapient creatures and stores it. And I'm going out on a limb here, but I'm going to guess that you and whoever that is with you aren't human either."

"Good guess," Koneko said.

"So what are you guys then? I can cross out fox people, multi-tailed fox people, crowmen and Angels with black wings from the list since I already have the DNA of those and whatever Rias is. Please tell me you guys aren't leprechauns."

"No," Koneko said before she and Kiba released their wings. "Devils."

"Oh," Ben said, nodding in understanding. While he didn't show it, he was now slightly concerned with being associated with apparently 'evil beings' like Devils (and no, the Fallen Angels didn't tell him about Devils; Ben was just trusting the stereotypes from folklore). "Got it. So it was a Devil transformation I got."

"Transformation?" Kiba asked.

"Nothing. Well, it's been nice catching up with you guys but now I need to be heading off. Got friends to see, people I hate to piss off, stores to rob….I mean, grace with my nightly visits. So if you'll excuse me…."

Ben started walking towards the treeline before a yellow, black and white blur entered his vision and stopped a few feet in front of him, revealing itself to be Kiba. Why Kiba had super speed, Ben didn't know, and quite frankly he didn't care about why he had it at the moment. What did matter was that Kiba was purposefully keeping Ben's from leaving. Which Ben interpreted as a sign of them wanting to keep him hostage for whatever reason.

"You're not going anywhere yet," Kiba said, not realizing how ominous that sounded to the younger brunette.

'_Oh hell no!_' Ben thought to himself, mentally panicking. '_I ain't going to let my soul get stolen!_'

"I'm sorry Ben, but I can't let you leave. I need to take you to Rias and expl…." Kiba began before a green flash blinded him. Learning from the mistakes of the past, Kiba lunged forwards and grabbed onto what he assumed was Ben. When the light died down, Kiba opened his eyes only for them to widen in shock a moment later.

In Ben's place stood a blue and black dinosaur-like alien wearing a black and white jumpsuit. The creature's tail was black with five vertical blue stripes and three large black claws made up it's fingers. From it's elbows protruded skinny bony protrusions. The alien had only two stubby toes that were curled around black stones, which were artificially generated spheres made to replicate the unique properties of the pearls that come from molluscs of Kinet, the Kineceleran homeworld. A black conoid helmet allowed only the face of this transformation to be seen. Black lips and green eyes adorned the reptilian face while the aforementioned helmet prevented any other features of the alien's head from being seen. The Omnitrix dial sat, like many of Ben's transformations, on the center of his chest.

"I didn't have a chance to say this the last time I saw you guys, so I'll say it now," the new being said, a visor sliding down from his helmet and now hiding his face. "XLR8!"

* * *

**...**

"Do you hear something?" Rias asked Akeno calmly as she moved one of her Pawn pieces forwards. The redhead had called for her Queen to play chess with her in order to get her nerves off of the search for Ben and the recent activity that suggested that there may be Fallen Angels within her territory. However, this noise was starting to make it hard to focus on the game.

"Yes," the black-haired beauty said, examining the board before her and trying to think of a way to retaliate. "It sounds like Kiba and Koneko are having a sparring match."

Rias frowned at that. "They have sparring matches with each other? Since when?"

Akeno just shrugged, signifying that she didn't know. Rias sighed at that; Akeno never did pay attention to those sorts of things. Frankly, Rias couldn't blame her though since she herself didn't really have an interest in that sort of thing either.

Rias glanced towards the window and saw a few swords flying through the air as though they had been thrown aside by someone, confirming that Kiba was indeed participating. The occasional tremors also confirmed that Koneko was taking part, so it seemed as though Akeno had been right about her theory of Kiba and Koneko sparring with each other.

The two continued to block out the noise of the fight outside for almost an entire minute before said fight became impossible to ignore. Mostly because Kiba was sent flying through the window and onto the table they were playing on, knocking everything off.

The unexpected entrance of Kiba made Akeno back up a bit and Rias give a little scream of surprise. Kiba, on the other hand, groaned from the now cracked table that was starting to fall apart because of the strength at which he had been thrown into it before trying to get up. That, however, only resulted in him stumbling forwards a few feet before he started falling to the ground. Luckily for him, Rias was there to catch him.

"Kiba!" Rias exclaimed. "You and Koneko have gone too far with this spar! I hope you have a good explanation for why you two would go this far."

"We….aren't sparring….each other," Kiba said, starting to fade in and out of consciousness. "We're….fighting….Ben…."

At that last sentence, Kiba fell unconscious in Rias' arms. The redhead's eyes widened in shock before she turned towards the now broken window that her Knight had been sent flying through. Ben was here? And he was capable of doing this to Kiba? How had this happened?

"Akeno," Rias said, picking Kiba up and carrying him deeper inside the building. "Help Koneko. I'm going to get Kiba to a bed and cast healing magic on him."

The Priestess of Thunder nodded before allowing her wings, one Devil and one Fallen Angel, to sprout out. Taking flight, Akeno started heading towards the broken window to join in the combat below. Rias took one last look at her Queen before glancing down at Kiba.

'_Well, we finally found Ben_' Rias thought to herself grimly. '_I only hope it wasn't a mistake to seek him out in the first place. If he could do this to Kiba, then what else is that boy capable of?_'

* * *

**...**

Koneko grunted as she tanked hit after hit from XLR8. While the Nekoshou Rook had been surprised by Ben's sudden transformation, she had been downright shocked to see him disappear in a blur of blue and black. Whatever Ben had become, he was easily much faster than Kiba and any other Knight she had every seen!

What surprised her even more was that his punches actually hurt a bit. Koneko could easily tank a pile of house-sized boulders falling on top of her and walk out unscathed, but the creature Ben had become was going so fast that his jabs actually had enough momentum to hurt her. It didn't help that it's claws were rather sharp too.

As the fight wore on, Koneko tried punching and kicking the ground to create tremors in an attempt to destabilize the creature, but it had always zipped by before the tremors could actually reach it. If Koneko didn't land a hit soon, this creature was going to keep whittling down her stamina until it defeated her.

'_He's too fast_' Koneko thought to herself. '_If I could get him to slow down or stop, then I could….what's he doing? _'

The dinosaur-like being had stopped attacking Koneko and had zipped over to her backpack, which she had thrown aside as soon as XLR8 had tail-whipped Kiba across the face to make him let go. The Rook could honestly think of no reason why the creature would want to….oh hell no!

Koneko started to see a tinge of red in her vision when she saw XLR8 start eating all of the sweets she had packed at a rapid rate. She didn't even have a chance to take two steps forwards before the creature had finished all of her food.

"Man, that was good," the dinosaur said, burping afterwards. "You have good taste white-haired girl. Wait, is that even your natural hair color? I'm pretty sure that people our age don't have white hair….oh crap!"

XLR8 dodged the broken blade of one of the swords Kiba had created with his Sacred Gear Sword Birth that Koneko had chucked at him in her fury. Not that the shapeshifter knew that it was a Sacred Gear that created the sword. Ben just assumed it was a Devil thing to be able to summon weapons out of nowhere. Kind of like how the Fallen Angels could summon their spears of light or how Diamondhead could make crystal weapons.

"Hold still," Koneko muttered, annoyed at how XLR8 continued to dodge every attack she threw at him. Deciding to go for broke, Koneko threw precision and caution to the wind and just start putting all of her strength into each attack. Upon reaching that decision, she began rushing at the momentarily still XLR8 about fifteen feet away.

"If that's what the lady wants," XLR8 said in a sarcastic tone of voice before he was encapsulated in the familiar green flash. Koneko widened her eyes before being forced to squint them as a new creature replaced XLR8.

In contrast to XLR8 who had been thin and sleek, this new form was large and muscular. This being had red skin, four muscular arms and an equal number of orange eyes. It had only two toes, four fingers on each hand, little fleshy knobs on the it's arms and a black ponytail growing from it's head. Golden wrist and ankle bands, two golden sashes and a pair of green shorts with golden highlights were the only clothing that this being wore. The Omnitrix dial was located exactly where the two golden sashes intersected on the chest.

"**Four Arms**!" the new creature yelled before reaching a large palm out and, much to Koneko's surprise, taking the full force of her considerable Rook strength without even flinching. Four Arms grinned at Koneko's bewildered face. "Tetramands are a warrior race that fight each other and hunt the big game of their planet for fun. Don't feel bad that you couldn't hurt Four Arms."

Koneko wasn't able to respond to that because a punch to the gut sent her flying away into the forest. As Koneko plowed through the woods, she broke several trees along the way and didn't stop until her twenty sixth one, leaving her in a winded and dazed state.

"Alright, who's next?" Four Arms asked with a cocky smile before a thunderbolt seemingly came out of nowhere and struck him. Four Arms shrugged it off easily, although his arms now felt tingly. "Oh come on universe, I was kidding!"

"My my my, aren't you an odd one. Are you the one who sent my friend through our window?" asked a female voice from above, prompting Ben to look up. He was rewarded by the sight of another thunderbolt flying towards him which Four Arms hastily jumped out of the way of. Akeno floated down with a displeased look on her face at seeing the Tetramand avoid her attack.

"You dodged," she said in a displeased tone of voice. "I was hoping you would be hit."

"Just because I look like a muscle head right now doesn't mean that I'm stupid. Oh hey, you have a wing just like my Fallen Angel friends," Four Arms said nonchalantly, unaware of how much that statement angered Akeno. "Are you the kid of a Fallen Angel and Devil?"

"Never speak about Fallen Angels in presence!" Akeno shouted in rage, summoning almost a dozen massive bolts of lightning in preparation to strike the alien all at once while ignoring the massive drain it was having on her magical reserves and stamina. Four Arms' eyes all widened before yet another green flash encapsulated him, blinding Akeno. Her eyes narrowed once the light died down to reveal the creature replacing Four Arms.

This alien was black and wore a black and green jumpsuit, although you could only distinguish the green of the jumpsuit from the actual body. A single green eye sat in the center of the alien's head and from the back of the head sprouted two antennae. The tail, like the antennae, had what looked like plugs at the ends of them. This form had four fingers on it's hands that also looked like plugs and several similar knobs could be seen across the shoulders and arms. Sharp teeth were visible as this creature smiled and the Omnitrix was on the center of it's chest.

"Oh yeah!" Ben said smiling, flexing his fingers and inspecting himself. "**Feedback**! You're in trouble now Lightning Lady!"

"Am I now?" Akeno asked as she aimed the bolts precisely at the Conductoid. "We'll see about that!" With that, Akeno launched all of the assembled lightning bolts towards the grinning alien. Feedback, much to her confusion, made no attempt to defend himself or flee from the electrical onslaught. Instead, he crossed his arms and continued to just stand there as the lightning sped closer toward him.

'_Does he seriously think that he can just shrug off my lighting?_' Akeno thought to herself as she observed Feedback thrust his antennae out. Her eyes widened when she saw that her lightning was being absorbed into the antennae. '_He can absorb electricity?! That's definitely going to be a problem….oh no._'

"I think you're about to _shocked_ at what I can do," Feedback joked with a grin before blasting her back with an electrical beam equivalent to all the lightning she had thrown at him. As the hybrid screamed in pain at her attack being reflected back onto her, the Conductoid frowned at his joke. '_You know what? T__oo many jokes and puns are made with the word shocking in them. I need to think of something else later._'

Akeno's eyes fluttered for a moment as she struggled to stay aloft before she lost consciousness. Feedback watched as Akeno started to plummet through the air before he sighed. While she may have been an enemy, he didn't have the heart to watch her fall to her death if it wasn't necessary. "Dammit Grandpa Max, why did you have to instill your morals on me?" Feedback asked the air jokingly as he blasted energy out through his fingers to fly. Using his dexterous antennae, Ben managed catch the falling hybrid. "What's next, I start giving Animo stuffed animals for Christmas or start teaming up with Vilgax?" Feedback continued to joke to himself.

The Conductoid floated down onto the roof of the school building and gently set Akeno down before his instincts kicked in, telling him to evade something. Feedback jumped back just in time to narrowly dodge a stream of crimson fire that had been precisely manipulated so that it would hit Feedback but not Akeno, even if the alien dodged.

Feedback only had a brief moment to glance at his attacker before being forced to dodge once more but that glance allowed him to make out long crimson hair from the corner of his vision. That was most likely Rias.

"Nope," Feedback said, rolling out of the way of another blast of fire. "Magic fire is definitely not something Feedback can absorb. I'd say this calls for…."

Ben smacked down on the Omnitrix dial, blinding his attacker and forcing her to stop attacking Ben so that she didn't hit her Queen by accident. When Rias opened her eyes, she was amazed by the sight before her.

Feedback had been replaced by Ben. Or at least this form looked like it was Ben, but he now had a pair of the bat-like wings that Devils like Rias and the others possessed sprouting from his back. His outfit also mirrored that of Sirzech Lucifer's own almost exactly. The only difference was that the shirt he wore over his other shirt was now black and the outfit's cape, armor and shoulder pads were green. The Omnitrix dial was on the left side of his chest plate like a military badge.

"It looks like I'm a Devil now," Ben said, looking at his new outfit with approving eyes. "I wanted Heatblast, but this will do just fine. Hm, I need a name for this guy. Diablo? ….naw, that's just Devil said in Spanish. Not original at all."

Rias snapped out of her wonder and thrust her hand out towards the newly-transformed Devil to shoot more of her family's signature Power of Destruction. She didn't know whether Ben was responsible for his own actions or if he was under the control of someone else, but she couldn't take the chance and risk the lives of her peerage by hesitating to attack.

Ben sidestepped as he took on a contemplative expression. "Daredevil? No, I don't feel particularly daring. Sinlord? God no, that's an awf….OW! Why'd I just get a headache?"

Had she not been trying to defeat Ben, Rias would have laughed at that. It looked like Ben had just found out about one of the weaknesses of being a Devil: the name of the Lord.

Rias thrust her hand out once more and shot more of the flames at Ben. Ben's reaction was different this time though. Instead of attempting to dodge, Ben thrust his hand out in annoyance and managed to produce the same Power of Destruction that Rias was shooting at him from his own hands. The sheer unexpectedness of this development made his redhead opponent take a few steps back in shock and cease her attack to make sure that wasn't her own fire playing tricks on her eyes.

'_How can he use the Power of Destruction?!_' Rias thought incredulously, mentally panicking at Ben's newly shown power. '_Only those from the House of Gremory are supposed to be able to use it! Is he somehow related to our family?! Or maybe he's some kind of ability mimic?_'

As the Gremory heiress tried not to have a miniature panic attack, Ben was grinning like a madman as he examined his hands, which were now encased in crimson flames. "So I'm a Devil that can shoot fire? Awesome! Oh, I've got it! How about I call this guy **Lucifire**!"

That proclamation snapped Rias out of her funk, prompting her to start attacking Ben once again. In retaliation, Ben fired his own Power of Destruction to meet hers, causing them to meet in the middle. Ben's face split into a grin, only for it to disappear just as quickly when he noticed that her flames we pushing his back very easily. Ben sighed before jumping off to the side and dodging Rias' flames once again.

"This is starting to get annoying and frustrating," Ben muttered. "Maybe Shock Rock or Rath would have better….OOF!"

The source of Ben's OOF was a small tree that had been sent hurtling at him from the ground below. A quick glance showed that his new attacker was a bruised Koneko, who was clutching one arm with her uninjured one. After recovering from her forest flight courtesy of Four Arms, Koneko had dragged herself out of her nice new hole in a tree and back towards the clubhouse. She had arrived just in time to see Ben transform into the newly named Lucifire.

Wasting no time in repaying Ben for the favor of introducing her face to a tree, Koneko had ignored the pain in her injured left arm and ripped a small, nearby tree out of the ground before chucking it at Lucifire like a javelin. Which led us to Ben's current situation.

'_What am I doing?_' Ben reflected upon himself as he laid underneath the tree, concealed by the branches and leaves. '_I could be doing better things with my time right now like scaring more people as Chamalien or giving Freed a weggie. But no, here I am fighting a group of Devils just because Dohnaseek ended up teasing me about my non-existent love life…._'

Ben continued to just lie there in wait before he caught sight of something underneath his hand and got an idea. Willing the Omnitrix to transform him, Ben was once again encased in a green flash that died down just as Rias and Koneko made it to the tree.

"Do you think that beat him?" Rias asked, one hand filled with the Power of Destruction as a safety precaution. One could never be too sure.

"No," Koneko said as she tensed in preparation, lifting up the tree to reveal….a seemingly unconscious Ben sprawled out on the floor that was now wearing clothes that made him look like a juvenile delinquent. Koneko visibly relaxed at seeing the shapeshifter seemingly down. "Never mind. We beat him."

Koneko strolled over to Ben and picked him up with her one good arm. Slinging him over her shoulder, Koneko started hobbling towards Rias at a slower pace than she took to get there due to the added burden of Ben's weight (Four Arms' punch had depleted a lot of her Rook durability and strength). A minor detail that was lost on both she and Rias was that the Omnitrix wasn't on Ben's wrist like normal but instead beneath his shirt and on his chest.

While she missed that small detail, what she didn't miss was the Omnitrix dial entering Capture Mode and scanning her when she touched it through Ben's shirt.

"What just happened?" Koneko asked, shifting her stance uneasily. Seeing an opportunity, Ben's eyes snapped open and a savage grin split across his face before he pulled a piece of one Kiba's broken swords out from the pocket of his shorts.

"I just got the form of whatever you are," Ben said, clenching down on the broken metal. To the surprise of the two Devils, Ben's skin changed and turned into the same material of the sword fragment. "So you two may be able to fight Lucifire, but let's see how you fare against **Omni-Ben**!"

Koneko's legs buckled and gave way as she crumpled to the ground with the metal human-like transformation still on her back. She temporarily tried to get back up but Ben morphed his hands into hammers and lightly hit her on the head to knock her unconscious.

Rias was now the last one standing and, even though she was unscathed and had barely even touched her magic reserves, she was still wary. Ben had defeated Kiba, Koneko and Akeno, all while seemingly taking no damage up until Koneko had surprised him with that tree. Even then though, Ben had seemed to be more caught off-guard than actually hurt by it.

'_How powerful is this kid to be able to do this?_' Rias wondered, firing off her signature power and forcing Ben to run towards the trees to seek cover. '_And how is he able to transform like that? Is it some kind of unrecorded Sacred Gear?_'

As Rias was continuing to fire her fire, Ben was crouched behind a tree to take shelter from the crimson flames.

"Well shoot," Omni-Ben said while hiding behind the cover of his tree. "Osmosians are pretty much useless in long-range combat. Maybe instead of staying as an assimilator and focusing on my defensive, I should become something faster that can stop Rias from using her hands. Like some kind of a hunter. Or even better….a **Sportshunter**."

Another green light flashed through the area, making Rias redouble her efforts towards defeating Ben. She didn't know what kind of form Ben had decided to take this time, but she really didn't want to find….

A red figure darted out from behind the tree she had almost finished burning through before darting into the treetops of the surrounding forest. Almost immediately after that happened, a bola made out of orange energy flew out of the treetops and wrapped around the Rias before she could even react.

With a cry of surprise, Rias lost balance and fell to the ground. With her arms wrapped tightly to her sides (which prevented her from using her Power of Destruction without harming herself), the heiress had no way to defend herself from the armored red figure that had just emerged from the forest and now marching towards her.

Ben was now an alien with a humanoid shape and had spiky armor that looked like a mixture of bone and metal covering the entirety of his body. The armor was red and grey. This form's hip had a holster which held a gun (it was laser-shooting sniper rifle to be specific, but Rias had no way of knowing that). In various sheaths were jagged knives: perfect weapons for cutting through flesh. A black visor prevented Rias from seeing the face of this new form, something that unnerved her as she couldn't tell what it was thinking without facial reactions. The Omnitrix dial was on the center of the chest plating. This was Sportshunter, Ben's Zaroffian form and his second most dangerous form in trained hand to hand combat (Rath was first).

This form was also, in Rias' opinion, rather intimidating.

"I'll only say this once," Sportshunter said with a stoic voice while leaning in close to Rias' face in an attempt to intimidate her (to his credit, it worked). "Don't search for me anymore. Otherwise the next time you and your underlings try and steal my soul will be your last."

"Steal your soul?" Rias asked, confused and slightly angry at the accusation but too scared of the transformation to raise her voice just yet. "We don't steal souls! That's been illegal for thousands of years."

"...what?" Sportshunter asked, his voice laced with confusion.

"Ever since the Four Great Satans came into power, stealing the souls of humans has been illegal in Devil society. That's basic knowledge!"

"But….you were searching for me….and Kiba was trying to force me to go with him to see you…." Sportshunter said in low, hesitant voice.

"Yeah, to make sure you were alright and find out why you disappeared!" Rias said, regaining enough of her bravery to get angry at Ben for having accused her of trying to steal his soul. "Do you have any idea how worrying it is to see someone just disappear in a flash of green light in front of you? We were worried that you may have been kidnapped by someone!"

"But….I…."

"And then Akeno and I see Kiba fly through the window and crash into our table while we're in the middle of playing chess," Rias continued to rant, noticing the increasingly guilty tone in Ben's voice and capitalizing on it. "He just managed to say you did that to him before he fainted on us."

"But it was only one high speed circle throw…." Sportshunter said, now looking at his boots and shuffling his feet nervously. "And you were attacking me…." he weakly defended.

"Yeah, I started attacking you because I got outside just in time to see you zap Akeno out of the sky as the black one-eyed monster with the antenna."

"…."

Silence dominated the area for a moment as Ben stared at the ground and processed Rias' words. He was just now realizing just how badly he had screwed up by trusting the stereotypes of Devils of pop culture and folklore. Ben then looked at the building and area surrounding the building.

In some places the walls were caved in, many of the windows had been shattered, pieces of Kiba's broken swords laid scattered across the area, rubble from the building was everywhere, the plants of the surrounding forest were uprooted, the ground was dotted by craters from Koneko's earlier punches and kicks at XLR8, scorch marks marred the earth where Akeno's lightning had struck while Ben was Four Arms, the ground that Rias' Power of Destruction had scorched was covered in ash and the toppled tree Koneko had thrown at him lie only a short distance away from the alien and tied-up Devil.

Nothing that Ben couldn't fix later on, but it was still a pretty big mess.

Slowly, Sportshunter looked from the bound Rias to the totaled war zone and repeated the cycle of few times. After twenty seconds of so, Ben pulled one of his knives out and started leaning towards Rias once more. The redhead's eyes widened before she started trying to wriggle her way away from the Zaroffian, but to no avail.

Rias closed her eyes in preparation for the end as Sportshunter leaned in close with the knife and….cut her free from the energy bola? Rias' eyes snapped open at the feeling of her limbs being freed and looked up to see Sportshunter offering a hand to help her up.

"I believe that I may have had an misunderstanding," Ben admitted with a sheepish look that Rias couldn't see through Sportshunter's visor. "So….do you want some help fixing everything and healing your friends over there?"

* * *

**Author's Note**

**As you may have guessed, Ben is terrified by Zs'Skayr. He still remembers that incident with him escaping the Omnitrix and at this point considers Zs'Skayr to have been the most dangerous enemy he has fought (Vilgax was more powerful but he was more just overwhelming pure brute strength, durability, persistence and sending drones occasionally).**

**I made the dialogue of the DxD characters by watching the sub and dub of the first Highschool DxD episode, reading the light novels and mixing them all together. I may have also added bits here and there just to make the interactions seem a bit more natural.**

**Also, troll Ben is best Ben. I will fight you on this.**

**Out of all the chapters so far, this one easily has the highest amount of transformations. Also, three original transformations in one chapter! If you guys recall my power scaling list from the last chapter, you guys should know that I dubbed the yet-to-be-seen transformations as Unseen Transformation #_. Omni-Ben is Unseen Transformation 4 while Sportshunter is Unseen Transformation 6. Now, to explain the abilities of each.**

**Lucifire: Being based on the DNA of Rias Gremory, Lucifire is a Pure-Blooded Devil. Being a Devil obviously means he gets Devil magic. However, the Omnitrix did more than just make Lucifire pure-blooded; it also gave him the abilities of all 72 clans. However, there is a catch: because he has the abilities of all 72 clans, every ability as of now only has 1/72nd of the power of the average Pure-Blooded Devil with just one of the clan's abilities. However, every time he uses a clan's ability as Lucifire, the Omnitrix remembers it. Basically it goes like this.**

**First time using a clan ability: 1/72 of the power**

**Second time using a clan ability: 2/72 of the power (or 1/36 of the power)**

**Third time using a clan ability: 3/72 of the power (or 1/24 of the power)**

**Note: Ben can only increase Lucifire's powers once a day, so it would take 72 days for Lucifire to reach the same level of skill and power with an ability that a naturally-born Pure-Blooded Devil with only that ability has. If he wanted to, say, reach Sirzechs' level of mastery with the Flames of Destruction then Ben would need to turn into Lucifire everyday for like two years or so and practice using them.**

**Omni-Ben: Ben's Osmosian form. I got the idea for the name from JUST A ROBOT during Kuro the Artist's (soon to be The Ink Tank's) power scaling video on Gwen and Kevin. And just so you know, I am treating Osmosians as a different species than humans, not an artificially created human subspecies. Yeah, I remember that someone from the Ben Ten: Omniverse team disliked Ultimate Alien Force and that's the reason why we didn't see Jetray in Omniverse (no idea about Fasttrack and Chamalien though). I am basically just going to go along with Kuro the Artist's explanation on Kevin's backstory that he talks about in Hidden Facts in Ben 10. Which means, YES, Osmosians are a separate species from humans AND there is in fact a planet known as Osmos V. With that aside, Omni-Ben's abilities are enhanced strength, enhanced durability, absorbing matter and being able to morph his hands into weapons like blades, hammers and maces.**

**Sportshunter: My favorite of the three introduced this chapter but probably also the weakest. This is Ben's Zaroffian form and it's abilities include enhanced strength, enhanced durability, enhanced agility, toxin resistance, a knowledge of pressure points and hunting techniques, the ability to whistle through his gills (kinda useless, but whatever) and expert hand-to-hand combat techniques. He also gets a laser sniper rifle and a knife like Khyber's. His armor is based off of Insane-Mane's Deviantart picture called Reboot! Khyber. His voice is the same as the guy in the Legiana armor in MHWorld Shots: "I understood that reference" by NCHProductions.**

**On another note, Ben got a Nekoshou transformation. No name suggestions please, I already have a name picked out. Anyways, see you next time guys and gals!**

* * *

**Okay, so Prime Arachnimus brought up that the Omnitrix shouldn't be able to provide weapons and I realized that I forgot to give the explanation as to why Sportshunter has those. The Omnitrix didn't generate them. Those weapons are not a part of the Zaroffian culture. Ben obtained those weapons from external sources in the Null Void and modified the Omnitrix using Grey Matter/Brainstorm to turn the weapons that Sportshunter holds into energy once he changes out of that form. When he turns back into Sportshunter, the Omnitrix takes that energy out of 'storage' so to speak and turns them back into their original form.**


	7. Drama at the Bridge

**And I am back. As of now I have 202 follows and 165 favorites. Now that the mandatory number count has been taken care of, onto more pressing matters. But before that, HOLY CREPE, OVER TWO HUNDRED FOLLOWS!**

**Anyways, I have gotten a lot of good ideas for Bellicus and Serena's Sacred Gear from you guys and my friend Purp. I am no longer taking names or suggestions for what the gear should be or abilities. Thank you to everyone who recommended abilities to the Sacred Gear.**

**Now, you guys may be wondering what took me so long to write this chapter, so I'll be honest with ya: laziness. And school. Always school.**

**I am sharing my account with my friend Purp now. He wanted a fresh start on this website and so I offered to share this account with him. Read our profile page to see one of our usual interactions.**

* * *

**Questions and Reviews**

**RyuuundyingSoul: It could be Vilgax. Or Attea, Milleous, Dagon, Addwaita, the High Override, etc…. Also, no Cthulhu. When I mentioned Cthulhu, I was jokingly referring to Vilgax.**

**kyuubiko: I will consider that.**

**Guest-Questioner: No, Ben never really tried talking to them about the universe as a whole or the Forge of Creation. He was more interested in Earth affairs. As for Nekoshou and Nekomata, it says on the Highschool DxD wiki that Nekoshou are a variant of Nekomata, not seperate species.**

**Only the abilities that Lucifire uses while in the transformation that day "gain a level" as you so put. The abilities of Lucifire are like a muscle: the more Ben uses them, the stronger they become. That "muscle strength" is then saved by the Omnitrix. By the 72nd time using an ability, Lucifire would be able to use that house's ability to the same amount of strength and expertise that the average Devil born into that house would be able to. The 72nd transformation isn't the maximum "level", since that is just the average Devil who has that ability. It would take a few years of Ben transforming into Lucifire and using the Power of Destruction every day to reach the same level as Sirzechs.**

**TheBeatles211: Haha, yeah, I thought that Ben's slowly dawning realization would be kinda funny but also realistic. As for Sacred Gear naming, I understand.**

**Drago: Yeah, but DxD Dragons seem to be pretty much immune to aging (outside of growing from hatchling to adult) since Tiamat is old enough that she knew Ddraig when he still had his original body. Clockwork is also relatively slow, has little stamina, is stunned by having the key on his head hit with relatively little force and has relatively low durability as shown by Captain Nemesis' glove laser.**

**Akit Akhammed: Ha. I thought that was funny. About Omni-Ben absorbing energy and DNA, Ben doesn't do that. I remember hearing from somewhere that absorbing energy causes Osmosians to go mad while absorbing DNA can kill the being they're absorbing it from. As for Alien X's power, I didn't know that. I don't know what you were trying to accomplish by explaining that, but an interesting bit of trivia nonetheless.**

**Regarding your second review, Osmosians grow horns as they mature. At this point of time, Omni-Ben wouldn't have horns. It has also been confirmed that absorbing energy and DNA causes Osmosians, full or halfling, to become mentally unstable. Regarding weapons for Sporthunter, I have an explanation for why he has them at the bottom of Chapter 6 now.**

**ARSLOTHES: Correction: he's telling every supernatural being what it does. His line of thought is that if he tells supernatural beings (and beats up enough of them), then they'll spread the word that Ben is too powerful to beat and won't cause trouble for him in the future.**

**AblazedNightmare: My bad. That mistake actually came from Purp. I asked him what Rias' power was called because I couldn't remember it off the top of my head and he said the Flames of Destruction. In his defense, the Power of Destruction and the Flames of Destruction have only a one word difference and the latter sounds like a more appropriate name for Rias' ability. Anyways, I have gone back and fixed that error.**

**Bruce USSR: Ben is twelve and no, Ben will not meet his Omniverse counterpart.**

**WTH: I fixed that mistake, I just didn't remember the exact name of the ability at the time. As for Lucifire's name, I thought it fitted perfectly: the form is a Devil and the first power Ben is aware of in that form is the ability to use the Power of Destruction. Also, Lucifer is interpreted as a Devil in most religious beliefs and pop culture I see him in. When most people hear the word Lucifer, they think of a Devil. Not a Fallen Angel. And to clarify for you, in the DxD universe, Lucifer is a title. On a side note, I fail to see how the name Lucifire breaks the fourth wall, nor do I see how Ben being from a different universe is supposed to be of any importance to knowing about the name Lucifer. Regarding the Sacred Gear, it is definitely not going to be the Proto-Tool.**

**deathcornfive: No. She is too old for Ben. I could maybe do something with her and Issei, but not Ben.**

**Gem Warrior: The reactions will be….interesting. The Fallen Angels **_**will**_ **be surviving. But not without a beatdown first. Oh, and an appearance from Unseen Transformation #3.**

**AnimeGoji91: Ben has a harem, but Kuroka isn't in it. She is too old for Ben. The closest she would ever come to that would be her teasing Ben and Koneko about their relationship.**

**Fortitude501: I see what you're getting at, but a commenter requested that I make the list and, seeing as how I already have it posted, I'm not going to take it down. Sorry.**

**Prime Arachnius: I have already addressed everything you have brought up via PM, so I will not repeat it here.**

**SetaianFlame: While Lucifire's DNA donor is a Gremory, it doesn't mean that Lucifire will get red hair. That's like saying Kickin Hawk should look more like a farm chicken because his DNA donor is Liam. And Ben has the abilities of all 72 clans, not just the Gremorys.**

**renokana: Duly noted. However, I am not changing the name. I personally like it and it took me quite a bit of time to come up with it.**

**ILikeHotDogs: Koneko is going to be in the harem. Also, Ben 10: Dragon God of Life has Ben and Koneko as a pairing. That Ben is more like UAF Ben, but it's still Ben.**

**littleboyblack17: Yeah, I may have made Ben too trusting. He's not going to remain that trusting after he hears what Raynare plans on doing to Asia though, so that'll be fixed soon enough.**

**The Faithful Servant: Ben will start making the Ultimate function after his fight with Riser. I won't reveal when it'll first be used. Gotta keep some secrets. I will not give every alien an Ultimate form (even though they do exist) because then I would have to create dozens and dozens of original Ultimates. As of right now, I have made up four original Ultimate forms, but I won't say anything more. As for a familiar with the Nemetrix, I'm afraid that can't happen. Malware would have needed to fight Ben in order to get the design of the Omnitrix. So no, Ben's familiar having the Nemetrix ain't happening. As for your grammar, it's fine. I've seen far worse (looking at you Nivek Beldo).**

**hi: First off, that would require I rewrite my entire story. Second off, I wanted to do something that no other author who writes Ben 10/Highschool DxD stories has done by making this Ben twelve years old and just escaped from the Null Void.**

**AnimeA55Kicker: I changed my mind. Koneko **_**will**_ **be with Ben. But not Kuroka. I'm not going to make Kuroka a shotacon. She's gonna be with with Issei. Nothing will make me change that.**

**AJStyles: Yes.**

**renokana: Alien is a relative term. But if you mean transformations, then he gets a lot more.**

**Guest: Worry not Guest! There shall be no Ben and Rias pairing in this story, nor will there be any Ben joining the peerage! Ben is way too much of a free spirit to let himself be commanded by others, even if he is lazy.**

**guest: Rias is only able to shoot the Power of Destruction from her hands at this point in time and her hands were tied to her sides by the bola. Also, how would you burn energy?**

* * *

Following Sportshunter's apology to Rias, Ben had transformed back into a human before healing the Devil King and her peerage of their injuries via Clockwork's time rays (which came as a massive surprise to the redhead, seeing a kid transform into a robot that could reverse time) and restoring the surroundings that had been their battleground through a combination of Swampfire and Clockwork. Upon finishing repairing the surroundings, Ben had promptly collapsed to the ground in exhaustion and asked Rias if she happened to have anything he could eat.

Luckily for him, Rias was willing to give Ben a second chance at a first impression and had allowed Ben access to the pantry after she brought her injured peerage members inside and placed them alongside the still-unconscious Kiba. She came to regret the decision almost immediately however as Ben started inhaling food like he was a starved Gourmand.

Like Bellicus' reaction to seeing Ben eat a cheeseburger, Rias was similarly horrified as she watched large amounts of food rapidly disappear that maw of his without any ill effects on it's consumer.

'_Seriously, where does all of that food go to?_' Rias wondered in astonishment as she sat across from Ben at her desk, curious as to where all of her chocolate covered pretzels were vanishing to. '_Does this kid have a black hole for a stomach or something?!_'

"Once again, sorry about starting a fight," Ben mumbled in apology for the umpteenth time, shoving several new chocolate covered pretzels into his mouth and chewing them loudly. "After hearing you guys were Devils and Kiba tried to force me to go with him, I just kind of assumed that you guys were trying to steal my soul or sacrifice me for some Devil blood ritual or something like that."

"No, no, it's fine," Rias said hurriedly, waving her hands in dismissal to show there was no ill will. "I shouldn't be angry at you for assuming the worst. It's the stereotypes created by the Old Satan Faction and the human past fear towards our race that are to blame, not you. Although I do find it annoying that everyone always assumes that our kind is evil the first time they find out we exist."

Ben didn't reply to that since he was eating the last mouthful of pretzels. Rias sat there watching the ravenous brunette consume the snacks before she caught sight of the Omnitrix on Ben's wrist. She squinted her eyes and started to scrutinize the device intensly in curiosity.

'_It has the same hourglass symbol as those creatures he transformed into earlier_' Rias observed with rapidly growing interest. '_They probably have some sort of connection with each other. Some type of Sacred Gear perhaps? I've heard of Sacred Gears taking on forms and shapes to match the will of their wielders, but I've never heard of one taking the form of a modern device like a watch. Intriguing…._'

Ben noticed her gaze and swallowed his food before coughing into his fist, successfully catching the attention of Rias. He cleared his throat before speaking. "So, you're probably wondering how I was able to transform into all of those different forms earlier."

"Yes, you're correct," Rias said, looking at Ben now while clasping her hands together on the desk. "I've never heard of anything that can change someone into monsters while keeping their sanity intact before."

"Aliens," Ben corrected immediately, causing Rias to raise an eyebrow. "Although they prefer being called by the terms 'extraterrestrials' and 'offworlders' over that one."

"Aliens don't exist."

"Right, because they're _so_ much less likely to exist than magical mythological beings with bat wings," Ben retorted in a dry sarcastic voice with a deadpan look. "Yeah, that makes sense."

"I….that….okay, fair point," the Gremory admitted with a shrug and an eye-roll, seeing his point. "So you transform into aliens with the watch on your wrist, right?"

Ben was actually surprised that Rias was able to figure out that it was the Omnitrix that allowed him to transform so quickly. He didn't visibly show it though apart from his eyes slightly widening, which Rias saw and quickly deduced the cause of. "Yeah. How'd you know?"

"The watch has the same hourglass symbol on it that all of your transformations have," Rias pointed out, eyes gleaming in amusement and smiling in humor at Ben's minor slip-up. "It's pretty obvious if someone observes you closely."

"Oh….I guess that makes sense…."

"So, I have a few questions about your watch. Would you mind answering them?"

Ben sighed in resignation, his eyebrows twitching in annoyance as he steeled himself for having to give a full explanation about the Omnitrix and how he got it for the third time since escaping the Null Void.

'_Of course I have to explain everything again_' Ben thought to himself, ignoring another amused smile that came across Rias' face when she noticed his annoyance. '_Note to self: find a way to stop having to explain myself to everyone who asks for my origin story later._'

Releasing a sigh, Ben slumped in his seat. "Sure. But before we start, do you have anything I can drink?"

* * *

**One milk break and retelling of our protagonist's story later….**

"So let me get this straight," Rias began skeptically, her fingers interlaced and underneath her chin as she sat across from Ben. "The Omnitrix fell from an alien escape pod that landed in a forest which you just so happened to be in. After getting the Omnitrix, you fought crime across the United States until you ended up having to fight Vilgax and Kevin at Niagara Falls. After fighting them there before being forced to enter this Null Void place, you ended up getting stuck and surviving in the Null Void for two years. Over the course of those two years, you built a portal machine that would allow you to get back to Earth before a corrupt intergalactic police officer tried to kill you for the portal. After the fight, he shot the machine, which caused it to malfunction and send you two over Kyoto. There, you met a group of Kits….I mean, fox people before crow people chased you off. You got lost in the mountains for a few days before you eventually ended up in Kuoh Town and met us. Did I get everything correct?"

"More or less," Ben said, shrugging. Rias just stared at him hard for a moment in silence before she broke the silence.

"You're lying."

"Am not."

"Are too. You transformed into a Devil while you were fighting me earlier. Devils aren't aliens."

Ben sighed in annoyance. "This device was made by an alien. Keep in mind that _to_ the aliens _we're_ aliens. So I could debate with you right now that humans and Devils are technically aliens."

"We are not debating that."

"Fair enough. Oh hey, I think Kiba's coming around."

Rias turned around and looked at her blonde knight on the couch, who was currently covered in a blanket. True to Ben's word, Kiba was starting to stir in his sleep. His eyes would occasionally flutter and his fingers were now slightly twitching. To his left was Koneko and on his right was Akeno, both of them still unconscious and showing no signs of that changing soon.

"I'll let you handle him Rias," Ben said as he got up from his seat and started to scroll through his transformations. "I would say sorry to them in person, but I'm pretty sure that they'd end up attacking me as soon as they saw me. I'm also not in the mood to repeat my story a fourth time."

Rias snorted in humor at Ben's last excuse.

"Anyways, tell Kiba that I said sorry, the white-haired girl-"

"Koneko," Rias corrected.

"Koneko that I'll give her new snacks as an apology the next time I see her and Lightning Lady-"

"Akeno."

"Akeno that I'm sorry for redirecting the lighting back on her." Ben found the silhouette of XLR8 and positioned his hand over it to transform before he thought of one more thing. "Oh, and ask Akeno if she would like to meet my Fallen Angel friends the next time I see her. Bye Rias! I'll come by the next time I'm bored."

"Wait, what?" Rias asked, wondering if she had misheard what Ben had just said about his Fallen Angels friends. Before she could question Ben about that, a green flash encapsulated the room, signifying that Ben had transformed and blinding Rias. When the light died down, XLR8 stood in Ben's place.

Rias momentarily examined at the Kineceleran, wondering what it could do, before Ben sped through the door and exited the room in less time than it took for someone to blink. That caused the redhead to stumble backwards in shock and gawk; she had seen the god-like speed of her brother's Knight, Souji Okita, and the alien that Ben had transformed into at the very _least_ matched him in speed, if not surpassing him. She couldn't tell for sure though because of the enclosed space.

'_That boy_' Rias thought to herself once she stopped gapping and crouched down next to Kiba as he came to. '_The next time I see Ben, I need to ask him if he would like to join my peerage. If I had him as a member of my peerage…._'

Rias could practically imagine it: she would be practically undefeatable in the Rating Games. The monstrous strength of most opponent Rooks would be no match for the power of Four Arms. Enemy Knights could be run down by XLR8 and that same transformation could possibly take down every other piece before they knew what hit them. The magic power of Bishops would stand no chance against the various elemental powers Ben could yield and Queens….Rias didn't know if Ben could one-shot Queens, but it was a safe assumption with how he had easily defeated Akeno. And if she taught him how to properly use the Power of Destruction while he was in his Devil form….Rias was just salivating at all of the possibilities.

And it wouldn't just be success in the Rating Games that Ben's power could guarantee; her victories (as in Ben's if she was his King) in combat, in the Rating Games or out, would greatly increase her social status. Ben would quickly become a celebrity in Devil society, possibly making him untouchable politically. Making her untouchable politically.

Which meant that she couldn't be forced to marry Riser Phenex.

And if Ben was telling the truth about the strength of some of his aliens, then he may even have the strength to go toe-to-toe with the likes of the Five Dragon Kings, gods and Longinus wielders. If so, then she would never again have to worry about being forced into a….

"Wait a moment," Rias said to herself with a blink as she recalled what Ben had said about his Fallen Angels friends. "Ben knows where the loose Fallen Angels are?!"

* * *

**...**

"Well," Ben said to himself, having turned into back into a human after XLR8-ing (haha, puns) off of the school campus and into an alley where nobody would see him turn back into a human. "I guess I should start walking back to my hotel room."

And so Ben did just that. For the next twenty minutes he walked back to the hotel he was staying at, hands folded behind his head as the sunset drew closer and closer. However, upon coming to a concrete bridge going over a busy road, Ben saw a familiar face walking to his own home.

"Damn salamander-looking bastard!" Issei moaned to himself in rage as he dragged his limping form across the bridge. "First I get stabbed in the ass by some monster, then I get it handed to me for peeping through a tithole I didn't even peep through because of my A-hole friends! And the worst part of it is that I didn't even get to see any nip! Curse you Matsuda & Motohama! I hate you almost as much as Chamalien now!"

It took Ben all that he had to not started laughing out loud as the pervert walked past him. Issei never realized that his earlier tormentor was standing just a few feet away from him. Ben was starting to regret not recording the event on video or something. Not that Ben had any means of recording it anyways, so wishing would do no goo….oh wait, he had stolen an iPhone 8 the other night as Big Chill. Never mind.

'_Holy shit, I cannot wait to tell the others about that_' Ben thought to himself, smirking at the memory as he watched the older brunette limp away. '_Note to self: do a follow-up on him and those other guys sometime in the near future. Oh, I know! I can turn into Swampfire or Gutrot, use short-term knockout gas on them and hide them inside of a girl's locker! Then, when they wake up and a group of girls are in the room, I can turn into Chamalien, open the locker and watch them get beaten up while trying to escape! Oh, this is gonna be good!_'

Ben started smiling evilly to himself at that thought with a smile that would unnerve even Vilgax….okay, not really, but it was still pretty disturbing. It was the type of malevolent smile that said that the Shapeshifter of Kuoh had found his new favorite trio of punching bags.

God have mercy on their poor souls.

As Ben was planning his next prank on the Perverted Trio, Issei was still silently cursing the name of Chamalien, stabber of butts and revealer of peeping spots. It was unsettling that a monster from Hell had come to collect the souls of he and his friends. But bugged him even more was that he hadn't even had a chance to look through the peephole without before the girls had discovered them. It sucked!

With a depressed sigh, Issei rested his arms on the metal railing and used on of them to hold his head up, ignoring the throbbing that was still coming from his rear. The pervert's face quickly adopted a depressed look. His back was turned away from the setting sun and a smirking Ben (who Issei had yet to register the presence of) that was thinking about what Issei's very close future would hold.

'_To do something or not to do something_' Ben thought to himself with a mischievous smile, debating whether or not to mess with Issei one more time before he went home. '_That is the question._'

Blissfully unaware of Ben's current inner musings, Issei watched the traffic passing underfoot. "Man, my teenage school life has been the worst," he bemoaned in reflection, closing his eyes. "At this rate jerking off to porn is the closest I'll ever get to doing it before I go off to college, which means I'll be a virgin forever and die alone! My time at the academy would have been completely wasted without me having ever squeezed a single pair of tits!"

The shapeshifter behind the cleavage connoisseur clamped his hands over his mouth to keep himself from laughing out loud. Although he wouldn't admit it out loud, Ben admired Issei's resilience. It seemed that, even though Issei had gotten the scare of a lifetime by Chamalien and beaten up by an entire kendo team, he was still obsessed with breasts.

Just as Ben managed to pull himself together and decided leaving the older brunette alone and returning his Fallen Angel friends nd returning to his hotel room, a series of footsteps walking towards them stopped him from walking away. Turning his head, Ben saw a teenage girl around Issei's age walking towards said pervert. Judging from her gaze never landing upon him, she didn't notice him either.

The girl had a slender body with fair skin, violet eyes and long black hair that trailed past her shoulders. She wore a school uniform consisting of a dark red jacket with a golden P embroidered just over where her heart would be, a white undershirt, a red bow and a green skirt with a thin, white horizontal stripe around the lower end of it. Adorning her feet were plain dress shoes and long, white socks that almost came up to her knees and had small horizontal red lines near the top.

'_I swear, I've seen this person somewhere before_' Ben thought to himself. '_Maybe I passed by her at the school? Wait, no. She's wearing a different uniform than the girls from that school. Huh….maybe I've seen her while scouting out places to steal from?_'

As Ben tried to think about where she had seen this girl, Issei hadn't even bothered looking up from his spot on the railing to see who was approaching. He just continued to mope about his lack of girlfriend and muttering about how unfair life was.

The girl stopped just a few feet short of Issei, who still hadn't noticed her. "U-um…." she stuttered nervously to Issei, who looked up from his spot when he realized that he was being addressed. "You're Issei Hyoudou-kun from Kuoh Academy, right? Or am I wrong?"

"Yeah, I'm Issei," the brunette responded. "Why you asking?"

'_I don't recognize that uniform she's wearing_' Issei thought to himself as he observed the newcomer. '_I wonder what school she is from. You know what, who cares? She's hot!_'

"Hi, my name is Amano Yuuma. I, uh…." the girl stopped speaking with slight nervousness and looked at her feet, fidgeting with them in hesitation. "I….uh…."

'_Oh god_' Ben thought to himself as he mentally blanched while continuing to watch the scene. He noticed how the setting sun seemed to set a romantic mood over the area. '_Please don't let this be a love confession or something like that. It's bad enough that I got lost in a school today; I don't need a generic love story trope making my day even worse._'

Oblivious to the younger boy's thoughts, Issei got up from his spot on the railing and turned to face the girl completely. He blushed slightly at being addressed to in a friendly manner in contrast to the usual violent or scornful treatment he got from the girls at school. "C-can I help you with anything?"

'_Please don't be a love confession. Please don't be a love confession. Please don't be a love confession._' Ben thought.

"Well, sort of Hyoudou-kun," Yuuma said, getting her confidence together. "It's just a quick question."

'_Please don't be a love confession. Please don't be a love confession. Please don't be a love confession._'

"Well….you see…."

"_Please don't be a love confession. Please don't be a love confession. Please don't be a love confession._"

"I was wondering if you're seeing someone right now."

'_God fucking damnit!_'

"R-right now?" Issei stuttered nervously as he started to see where this was going. "N-no. Not really."

"Really?" Yuuma asked, her facing lighting up in happiness. "That's wonderful! I'm glad to hear that!"

"Huh? It is?"

'_Sweet mother of Starbeard, this is cringy_' Ben thought as he winced in pain that, while not physical, hurt just as much if not worse. '_I should just go XLR8 and get out of here but yet I can't. I'm too interested in seeing how this'll turn out. I guess I missed this sort of drama while I was in the Null Void. Curse you Null Void for your lack of entertainment outside of death battles!_'

"Yes! You see, I, uh…." Yuuma's confidence disappeared once more. "U-um, in that case, since you're single, do you think you'd like to go out with me?"

'_Wait a moment….this seems a little bit ungenuine. Who goes up to their crush and just asks for a date without sending love letters or secret chocolates first? Unless….maybe those romance movies weren't entirely accurate. Note to self: investigate the accuracy of the movies later. Maybe experiment with Mittel….shoot, I thought about it again. DAMMIT DOHNASEEK!_'

Issei flinched back slightly in shock at the question, having not expected it. Yuuma stared at him with a shy smile while Ben rolled his eyes before averting his gaze from the scene in favor of watching the traffic pass underfoot. He still listened however.

"What?" Issei asked nervously, his voice almost matching Yuuma's levels of insecurity now. After all, a girl had just admitted to having feelings for him, one of the Perverted Trio! "Go out with you? Um….I-I…."

Issei briefly wondered if he was dreaming before he briefly pinched himself. The pain confirmed that this was indeed not a dream. Butterflies came into existence within his stomach and seemed to be fluttering about wildly. Was this what it was like to be in love? She was cute and had just asked him out, so he was sure that was it!

….well, until he heard the kid behind him mutter to himself "Maybe she lost a bet? It's the only reason I can think of…."

'_Curse you brown-haired kid sitting a short distance behind me!_' Issei thought internally while now looking around for any place that Yuuma's friends could be hiding. '_Now I'm going to be wondering if this is some kind of a cruel joke or prank on me!_'

"I've been watching you," Yuuma said, catching Issei's attention before looking down to avoid meeting Issei's gaze.

"No, not creepy at all," Ben muttered under his breath sarcastically. Thankfully for Issei, the older brunette didn't hear it.

"Y-you p-pass by here a l-l-lot and seem so….I-I don't know, gent-tle….and v-very h-h-h-andsome and I-I….," Yuuma continued, stuttering every now and then as she kept on working up the nerve to keep talking. She had started breaking into a nervous sweat. "I-I kept watching and f-figured th-that you w-were m-my…."

'_This cannot be happening to me right now!_' Issei thought excitedly as his eyes continued to dart around, searching for any possibly hiding friends of the girl. Once he confirmed that there was nobody hiding nearby, his excitement went off the rails.

This may as well have been bliss, having this happen to a guy like him! He was getting a confession from a girl! _Him!_ Being a pervert, Issei had been starting to think that he was a guy born to be unpopular with girls. This was pretty much a dream come true….scratch that, it _was_ a dream come true!

"S-see….the th-thing is….I-I'd like for y-you to be my boyfriend!" Yuuma exclaimed, finally working up enough courage to finish her statement. "S-so please, p-please go out with me! B-because I'm in love with you!"

"Uh….I…." Issei started stuttering like a moron as he tried to form an intelligent statement. From an outside perspective (like Ben's), it looked like Issei had turned into an idiot who had forgotten how to properly speak. On the inside though….

'_WHAT?! IS THIS FOR REAL?! OH MY GOSH, THIS CANNOT BE HAPPENING TO ME!_'

If the author was being honest, it was kind of pathetic how excited he was (Purp yells in the background "Not like you've ever been asked out!"). SHUT UP PURP!

Anyways, continuing on.

To Issei, it felt like he had reached nirvana. Gone were his crushed hopes and dreams of never getting a girlfriend. He now felt rejuvenated, like he had been reborn and was in the prime of his youth!

Just ignore the fact that he was currently in the prime of his youth right now.

And the best part of it all was that it was real! No more would he have to watch porn or play bishoujo games in order to enjoy the feeling of having a girl that would like him. He actually had a girl….wait! He hadn't responded to her yet!

Issei momentarily panicked at having kept the girl waiting for what felt like hours (but in reality was about five seconds). Was he taking to long to respond?! Or would responding right now make him seem desperate? What if he told her to ask him later? But wait, that would probably come off as him not being interested! Should he just wait for the awkward atmosphere to dissipate? No, that would only make the atmosphere even more awkward!

'_Come on Issei, just say something to her_' the lucky pervert thought to himself. '_Something, anything!_'

"Anything."

….

….

….

'_Just kill me now_' Issei thought to himself, mentally kicking himself for having embarrassed himself like that. '_I don't care who does it and how they do, just kill me now._'

"What?" Yuuma asked, confused by the answer and tilting her head in said confusion. "I'm sorry could you say that again?"

While all of this was going on, Ben was snickering to himself at Issei's answer and enjoying all of the drama. The younger brunette was now glad that he had decided to stay behind. This 'Issei' person was making himself look like an idiot. And the best part was he didn't even have to do anything!

'_Man, if I was Emipulate right now, I would practically be salviating because of all this drama_' Ben thought to himself, briefly wondering if he should transform into his Pugnavore form very quick to grab a quick meal. He decided against it though; it would be hard to explain to two people why a levitating green man with antenna was watching them.

"I-I mean yes!" Issei said quickly to rectify his mistake, waving his hands. "I'd be happy to be your boyfriend!"

"Really?" Yuuma asked, her face lighting up in happiness. Issei nodded enthusiastically, to which Yuuma released a little cheer. "Yes! Thank you so much Hyoudou-kun! I'm so happy!"

"Heh, me too!" Issei said, a smile of his own splitting his face. "So, should we go out on a date sometime then?"

Yuuma eagerly nodded her head up and down, almost causing Issei to laugh. Ben just rolled his eyes, thinking that she was too eager to go on a date with the pervert. This was starting to feel like one of those trashy romance stories that Gwen had kept hidden in her suitcase while he still drove around the country with her and Grandpa Max in the Rust Bucket.

Not that he had read them or anything….okay, so maybe he had. But it was only because he was bored! Not because he enjoyed them or anything! Those romance books he had stolen a few days ago were only to reacquaint himself with reading! Absolutely not because he enjoyed the genre now.

Whatever you say Ben. Whatever you say.

"Does this coming Sunday sound good to you or is that a bad time?" Yuuma asked Issei enthusiastically, breaking Ben from his self-assurance that he absolutely did not like romance novels at all.

"N-not at all, Sunday is fine!" Issei said happily, a smile still on his face. "Great in fact! I can do it any time you want!"

"Great!" Yuuma said, leaning forwards before she started going back across the bridge. "It's a date then! Good night. I'll see you tomorrow!"

"Alright!" Issei called out to her. "See you tomorrow!"

Once she was about halfway across the bridge, Yuuma turned around with a smile on her face. "I really am happy that you're my boyfriend!" she called to Issei before continuing to run back to wherever she hailed from.

"Yeah, me too," Issei said softly, waving goodbye with a smile and soft blush adorning his face. Issei felt much more animated now than he had a mere five minutes ago. Amazing how fast somebody's mood can change because of a single thing. "Bye-bye."

Ben watched the disappearing figure of Yuuma with a frown. For whatever reason, Ben felt as though he knew that girl. He couldn't put it in words, but he had a tugging feeling that 'Yuuma' was someone else in a disguise, which could mean two things: that Yuuma was some sort of shapeshifting alien or supernatural being or whoever Yuuma was was a really good crossdresser.

Ben hoped it was the former; he had been subjected to many horrors in the Null Void, but amongst the most disgusting and vile of them was the crossdressing bartender from the Null Void settlement that he would occasionally visit.

A shudder went down Ben's spine at the memory. For your sakes, the author won't be describing the bartender, nor his tendencies. However….let's just say that he was a creature that Ben feared almost as much as Zs'Skayr.

After looking down at the road to make sure no cars were nearby and making sure Issei wasn't paying any attention to him, Ben jumped over the bridge railing. About halfway down, a green flash encapsulated Ben, transforming him once more.

Taking Ben's place was a blue and black moth-like humanoid with four wings, the top two wings being far larger and pointing upwards while the lower wings were smaller and pointed downwards. Atop the being's head were two large antennae and cyan patches that resembled chunks of ice covered it's black body. Exoskeletal plates covered the chest and stomach of the insect-like creature. At the bottom of it's thin legs were three toes, two at the front and one behind the ankle. Four fingers adorned the being's hand. The alien's face had two green compound eyes with a blue Y-shaped marking between them and a perpetually frowning mouth that always showed it's teeth. The Omnitrix dial was displayed on the being's chest.

"**Big Chill**!" the Necrofriggian said in an eerie whisper of a voice before flapping his wings and taking off in the direction Yuuma had taken off, turning intangible to decrease the chances of someone seeing him.

Just before Big Chill got out of earshot of Issei, he heard Issei yelling in happiness and joy. "A DATE! A DATE! THIS IS BADASS! I'M SO GONNA SEE LADY PARTS! I AM THE MAN!"

It took all Ben had not to burst out laughing at the pervert's joyous shouts.

* * *

**...**

'_Holy shit, how far can this girl run?_' Big Chill thought to himself while still intangible. He had been following Yuuma for about half an hour now and she was _still_ running. She had almost reached the edge of Kuoh Town and showed no signs of stopping.

"Screw this," Big Chill muttered to himself, getting a little annoyed at this girl's stamina. "I'm ending this now."

Swooping silently down, Ben snuck up behind Yuuma and shadowed her for a few seconds. Looking closely at her face, he could see that she no longer had a joyous smile but now a victorious one, like she had won some sort of victory. It slightly disconcerted Ben but he quickly shook it off.

'_Here goes nothing_' Big Chill thought to himself after looking around to make sure nobody was around. Wasting no time, he flew through Yuuma, startling her with both the sudden chill from his breath going up her spine and seeing a intangible moth being fly through her. Before she could do anything, Big Chill became tangible once more and used his ice breath to freeze her feet to the road.

Yuuma took on a surprised expression which quickly became fearful as Big Chill hovered silently over her, scrutinizing her closely. She said nothing and made no attempts to saying anything. She just froze (ha, an unintentional pun!) in fear.

Well, up until she caught sight of the Omnitrix dial on Big Chill's chest. Then she became relieved and wore a smile.

"Hey Ben," Yuuma said in a friendly voice. "I didn't know you could into a ghost-moth. Pretty cool."

"So you do know me," Big Chill said with a suspicious glare, leaning towards Yuuma (who he stood a foot over). Yuuma shrank back a bit at that. "You know me but I don't know you. So, _who are you?_"

"Ben, it's me!" Yuuma said, trying to alleviate the suspicions of her shapeshifter jailer. "Raynare. You know, the only fun Fallen Angel you know?"

"Dohnaseek and Mittelt are fun," Big Chill said, causing Yuuma to deflate a bit at not being recognized as the fun Fallen Angel. "And Raynare doesn't look like you. She's taller and you seem to be missing a few feathers."

"That's just my magic," Yuuma said, waving it off both figuratively and literally. "Here, I'll show you."

A purple flash of light similar to the ones that emanated from the Omnitrix whenever Ben transformed came off of Yuuma and broke the ice covering her feet, startling Big Chill. Unlike the Omnitrix's flashes though, the light didn't blind those nearby, so Ben was able to see Yuuma transform.

Yuuma's schoolgirl outfit seemingly exploded into shreds as Yuuma increased slightly in height and bust. A black liquid materialized from….somewhere and covered her lower private parts before defying gravity by flowing upwards and covering her tits. The liquid then seemingly solidified into Raynare's usual skimpy leather attire. A pair of black wings sprouted from Yuuma's back and the more of the liquid appeared from seemingly nowhere to cover her feet and left shoulder. Those too solidified and became Raynare's usual boots and spiked shoulder guard.

Opening her eyes, Raynare smiled at the flabbergasted Necrofriggian, who just floated there, speechless. If Necrofriggian physiology allowed it, Big Chill's jaw would have dropped. He had _not_ expected that.

"Mittelt's gonna get jealous if you keep staring at me like that," Raynare teased, snapping Ben out of his stupor. His quickly shook his head from side to side before descending to the ground underfoot and slamming the Omnitrix dial on his chest. One green flash later and where Big Chill had been stood one Benjamin Kirby Tennyson.

"Sorry about freezing your feet," Ben said, scratching the back of his head. "I felt like I had seen you somewhere before and decided to follow you."

"Oh, you're following me now Ben?" Raynare teased once more with a mischievous smile. "Man, Mittelt's going to be _really_ jealous of me when I tell her that."

"Don't you dare!" Ben said, slightly blushing at the thought of Mittelt being jealous of Raynare because of him. Raynare snickered at that.

"Oh, did I strike a nerve?"

"Raynare…." Ben growled out in warning. The Fallen Angel ignored it in favor of continuing to tease Ben.

"You know, I'm going on a date this coming Saturday," she continued. "Perhaps I could make it a double date. My date and I could meet up with you and Mittelt and we could all go together as a group to…."

"AAAAAAAAAAUUUUUUUUUUUGGGGGGGGGGHHHHHHHHHH!" Ben suddenly screamed out while clutching his forehead in a comical manner, startling the older girl and making her recoil briefly in shock. "STOP TALKING!"

"Ah, it looks like you have a crush on her," Raynare cooed, not letting up with a teasing smile. "How adorable. I'll have to let her know as soon as we get back to the…."

"Fine then!" Ben interrupted abruptly in an annoyed voice. "I was going to tell you about the other supernatural creatures I met today but no, screw that! You don't need to know about them!"

"Wait, other supernatural creatures?" Raynare asked, a little interested and a little concerned now; she and the other Fallen Angels had been very thorough (or at least they thought they had been) in their earlier searches for supernatural entities during their patrols. "What other supernatural creatures?"

"Oh, wouldn't you like to know?" Ben said, turning away from her in a huff. "They were strong. The four of them managed to fight me for almost ten minutes before the misunderstanding on my part was cleared up and I healed them."

That part slightly concerned Raynare. She had only seen Ben fight once as Four Arms against Freed and he had almost insta-won. Raynare also knew that Ben was clever with his fighting styles based on his past stories of his time in the Null Void: if he saw that an alien wasn't working, he would change into a form that would fare better in the current circumstances. If these beings were able to fend Ben off for almost ten minutes, then they could potentially pose a threat to her plans.

"Ben," Raynare said, gripping his shoulders and leaning down to look him in the eye. "I need to know what those beings were. If what you're saying is true, then they could be dangerous and attack us."

"What?" Ben asked before he got out of Raynare's grip, shaking his head from side to side. "No, they're cool. The leader even gave me snacks after I apologized for attacking them."

"You attacked them?"

"Yeah. I thought that they were going to steal my soul or something, but they were actually pretty cool. Well, the leader was. Kiba was pretty cool as well, but I'm not sure about Lightning Lady and the white-haired girl."

Raynare's blood ran cold at Ben saying that he thought they were going to steal his soul. There were only two supernatural creatures that instantly came to mind when it came to the stereotype of soul-stealing: Grim Reapers and….

"Ben," Raynare said in a deathly serious and slightly scared tone of voice. "Were they Devils?"

"Shoot, you guessed right," Ben said deflating, not noticing Raynare's increasingly panicked expression. "But don't worry, they're nice. One time they even offered to buy me ice cream!"

"Ben, listen to me," Raynare said, grabbing his attention. "I need you to tell me where they are."

"Why?"

"I'm not sure if Mittelt told you or not, but, aside from regular Angels, Devils are the natural enemies of Fallen Angel," Raynare told Ben. Judging from the way his eyes widened, Raynare quickly deduced that Ben hadn't been told that specific bit of information. "That's why…."

"Wait, but that doesn't make any sense," Ben interrupted, cutting Raynare's statement off. "One of them has a Fallen Angel wing."

"What?!" Raynare asked, stunned by this piece of information. Ben nodded in confirmation of his claim.

"Yeah, Lightning Lady had a Devil wing and a Fallen Angel wing. If your kinds are at war with one another, then how was she born?"

Raynare opened her mouth to retort before closing it in thought. Was it possible that this was a group of Devils that didn't have a grudge with Fallen Angels? It certainly seemed that way if she was to assume that this 'Lightning Lady' was a hybrid born from the union between a Devil and a Fallen Angel. The only other way 'Lightning Lady' could have come about is that a Fallen Angel had willingly become a Devil or had been revived after death.

Either way, there would have to be no malice from the local Devils towards Fallen Angels for 'Lightning Lady' to exist. Satisfied that the Devils most likely wouldn't attack, she still offered a word of warning to the boy she was starting to see as a little brother figure.

"You should still be careful. Devils are crafty and have been known to cause trouble for humans by tricking them into bad situations."

"So they're just like Fallen Angels then?"

"I resent that."

"I don't care."

The two looked at each other for a moment before they started laughing together. For a good minute, the two just laughed before their lungs demanded that they stop and breathe. After regaining his breath, Ben restarted their conversation.

"So, why were you running away from the church you guys are staying at?"

Raynare wiped a tear from her eye and chased away the last of her giggles before responding. "I was just going for an evening jog to get my blood flowing. It's been awhile since I've assumed a human disguise. After I ran outside of the town's borders I would have reverted back to my normal form and flown back to the church."

Ben nodded at her explanation before smiling evilly; he would have his revenge for her teasing him about Mittelt. "So, I didn't know that you were the type to be into perverts. I'll have to let Freed know the next time I see him."

"What?!" Raynare said with a disgusted blanch at the thought of dating the vulgar exorcist. "You saw that?!"

"Yeah. I was right behind Issei when you came up and begged him to go on a date with you."

"Little stalker," Raynare mumbled under her breath, not really caring if Ben heard her or not (he did).

"Says the girl who literally said 'I've been watching you' to the guy they're trying to date," Ben countered with an amused smirk.

"Touche."

"So, what do you like about him?" Ben asked, genuinely curious about that. "Because from what I've seen of him from this school I was at earlier today, he appears to just be a spiky-haired pervert who begs for the Girls' Kendo Team to beat him and his friends up."

"Wait, seriously?" Raynare asked, confused. Had she just asked a masochist out?

"Seriously," Ben confirmed with a nod before quickly looking at the sun, which was mere minutes from disappearing over the west horizon now. "There's actually a funny story behind that involving some school with _an entire forest_ on campus, a Tit Hole and me turning into Randall from Monsters Inc."

"Why am I not surprised?" Raynare asked with a snort, now walking towards the direction of the church on the other side of town. "Come on kiddo, let's go back home. You can stay at the church with us tonight."

Ben nodded before running off to her side. Smiling, Raynare brought her hand up and ruffled the younger boy's hair playfully before he pushed it away with a small grin. Raynare had always secretly wanted a younger sibling and, while Mittelt partially filled that role, Raynare just couldn't think of her like that completely since they weren't that alike. Ben, on the other hand, was a fellow mischievous spirit. If there was anyone in her little friend group that she could relate to the most, it was the Shapeshifter of Kuoh.

And on an unrelated note….

"I just now realized you're wearing shorts," Raynare said in an attempt to make conversation as they walked.

"Yeah," Ben said, not knowing where Raynare was going with this. "So?"

"I've never seen you wear shorts before. You've always worn pants until now."

"Well, I'm wearing them now. I don't see what the big deal is."

"I just sort of assumed that you didn't like shorts since you never wore them."

"I like shorts. They're comfy and easy to wear."

….

….

….

"Let's just walk back to the church," Raynare said in a tired tone of voice, approximately 110% done with this day. No more words were exchanged between the two that night.

* * *

**Author's Notes**

**Before you guys bash on me for having XLR8 being faster than Sirzechs' Knight, allow me to explain my reasoning.**

**So real talk: a lot of the aliens in this story are going to be stronger, faster, etc….than their Devil counterparts, or at least equal to them (like Sairaorg and Four Arms, Riser and Swampfire/Heatblast, etc….). Why? Well, for the most part, they are individuals where their strengths are the exceptions amongst Devilkind. But for the aliens that Ben transforms into, those powers are pretty much the norm or even below average ability wise.**

**Now, I'm not saying that Four Arms will be able to beat Sairaorg. In fact, I already have an entire selection of aliens that Ben is going to use to fight Sairaorg, including multiple Ultimates. So yeah, the Sairaorg vs Ben fight is going to be pretty badass.**

**Also, I hinted at Ben being in the Riser vs Rias Rating Game (AKA confirmed). Damn, I'm hyped about that. It's always fun seeing how your favorite fantasy characters wipe the floor with Riser while he is still an asshole. But guess what: Ben is NOT going to fight Riser during the Rating Game! Yeah, the two will fight eventually, but not at the Rating Game.**

**I made Raynare in the Yuuma disguise stutter a lot. The English sub of the anime made her out to be this nervous girl, but we never see a lot of her nervousness. I decided to expand upon that by having her stutter a lot.**

**I mentioned one of the Unseen Transformations briefly, that transformation being Unseen Transformation #2, Emipulate. Emipulate is a Pugnavore and his name is a combination of the words emotion and manipulate. I plan on having him be a over the top form that occasionally breaks the fourth wall. Kinda like a talk show host. Thoughts?**

**So yeah, you know how Momo is like a sister to Ben in Emiyn's My Omnium Academia, Erza is the sister in The Null Fairy and Blake is the sister in The Huntsman From the Void? Well, I wanted something like that to happen between Ben and Raynare (and eventually Asia as well). I just thought it would be fun to depict Ben with an older sibling figure of sorts. Also, Emiyn hasn't made a story where Ben has more than one plainly defined sibling figure yet, so I figured I would be the first on the boat.**

**Anyways, look forwards to the Diabolos of the Old School Building story arc! Don't look forwards to it as much as Unseen Transformation #3, but still look forward to it. If you guys are wondering what Unseen Transformation #3 is, the only hints I will provide you is that it is stupidly powerful and blue. That is all.**

**And because I said that, you longtime original continuity Ben 10 fans are going to definitely guess it right away. Shyt.**

**On an unrelated note, I have noticed a few Ben 10 crossover sections that have been either lacking or nonexistent, like Gurren Lagann, To Love-Ru and Date A Live. I'm not going anywhere ****with this, I'm just surprised that nobody/very few people have made crossover stories with those franchises yet. They just seem like crossover stories that lots of people would read that nobody has capitalized on (except maybe Date A Live, but even then I feel like no good stories have been created).**

**Before I end the chapter, I need your opinions on something. Would you consider familiars in the Highschool Dxd universe to be sapient beings? I was just curious since we see that Rias' bat familiar is able to turn into a human and form intelligent sentences. Anyways, till the next time!**


	8. Rath in a Hat

**So, a few things to say very quick. First off: this is an omake instead of a regular chapter. I wrote this for fun and to satiate you guys until the new chapter is out. I should also mention that I am not answering questions on this chapter. I will not respond to questions and reviews on omake chapters since they are supposed to be short.**

**Second: I have a poll up on my profile. I am going to write another Ben 10 crossover story and I need your guys' help on deciding a few things. The current poll is about what version of Ben to use and will only be open for today. Come back tomorrow to vote on what franchise I will have crossover be with.**

**Third: Purp has uploaded his first story on this profile! It's called Jurassic Tail and I recommend you check it out and keep an eye on it. It is basically a what-if world where creatures from the Jurassic Park/World franchise(s) start appearing in the world of Fairy Tail for seemingly no reason. The main characters will be the members of Team Natsu (of course) and the Indoraptor, who I will not reveal the name of. I don't want to spoil Purp's story.**

**Fourth: HOLY SHIT, GODZILLA: KING OF THE MONSTERS WAS SO GOOD! GO OUT AND WATCH IT AND, IF YOU HAVE ALREADY WATCHED IT, GO AND WATCH IT AGAIN!**

**Fifth and finally: Star vs the Forces of Evil just ended recently and I am sad. The ending was beautiful, don't get me wrong. I am just sad that such a good cartoon ended. Star vs the Forces of Evil is no Gravity Falls by any stretch, but it's still an excellent show that I recommend you go watch if you haven't already.**

**Oh, almost forgot the follow and favorite count. As of now, this story has 267 follows and 218 favorites.**

* * *

The day was just like any other except for the fact that Ben was sitting with Mittelt bored in the church. The two of them were currently lying across small sofas that they had found in the church, with Ben having a canteen of water that he had not yet drunk lying by his dangling fingertips.

Kalawarner and Dohnaseek had told them that they had urgent matters to attend to (by urgent matters, they meant visiting a love hotel. But the kids didn't know nor need to know that) before promptly leaving them alone. Raynare was currently out shopping for clothing and Freed was….actually, Ben had no idea where the exorcist was. He always seemed to just appear and disappear at random intervals throughout the day.

"I spy with my little eye something grey," Mittelt said in an effort to make the boredom go away, her upper half of her body hanging limply off of the seat she sat on.

"A rock?" Ben asked, scanning the room since he had nothing better to do.

"No."

"Some rubble?"

"Yep. Your turn."

"Alright. I spy with my little eye….a person."

"What?" Mittelt asked, not sure if she heard Ben right. "Could you say that again?"

"Someone is coming into the church," Ben said, uncaring and not even moving from his spot on the chair next to Mittelt's. "It's not somebody I know. Do you know him?"

Mittelt briefly looked up to see an orange-haired human man wearing a light blue shirt, brown pants and black shoes enter the church, seemingly not noticing them as wandered into the same room as them.

"No," she responded. "Should we get rid of him?"

"Yeah, we probably," Ben agreed, making no move on his part to get up. "You have fun with that."

"I said _we_," Mittelt restated, now looking at Ben pointedly. "As in _both_ of us."

"I'd love to help you Mittelt, but I'd rather not get up from my seat. I just got comfortable."

A moment of silence descended over the room. The man started searching the front of the room, seemingly not seeing or even hearing the two kids talk. How you ask? I dunno, I'm just the author. I don't write up the….oh wait. I do.

"You wanna have a game to see who gets rid of him?" Mittelt asked, conveniently giving the author something else to focus on. She saw Ben perk up slightly at that and smirked in minor triumph.

"What do you have in mind?" Ben asked cautiously. He knew that the word _game_ could mean many different things; the Nosedeenians from Sparksville had considered their trashing of the town to be a game. If Fallen Angels were any similar, he wasn't sure he wanted to find out what Mittelt qualified as a ga….

"Just a number guessing game," Mittelt said, instantly evaporating Ben's previously growing fear.

"Oh," Ben said, shifting in his chair so that he could sit up. "Sure that sounds fair enough…."

"The loser also has to wear that dumb-looking green hat," Mittelt added at the last second, pointing at said hat while talking before sitting up herself. "That's non-negotiable."

"Where did that hat even come from?"

"I dunno," Mittelt said with a shrug. "It was already here when me and the others moved in. Now come on, game time."

"Alright," Ben caved in, wanting to get started himself. "Any limits on the number we can think of?"

"No. Now think of a number."

"Hm…." Ben hummed, cupping his chin in thought before he quickly thought up his number. "Okay, I've got it. Time for you to gues…."

"It's ten," Mittelt interrupted in the middle of Ben's sentence. Silence briefly reined over the room once more.

"..."

"..."

"...I hate you."

"Except you don't really," Mittelt teased cheerfully with a playful smile adorning her face. She grabbed the hat before tossing it to Ben, who was taking a swig from his water canteen. "Now put that on and get rid of the trespasser."

Ben grumbled a few incoherent sentences that were most likely complaints or insults directed towards Mittelt, but he complied nonetheless and placed the hat atop his head. After doing that, Ben quickly dialed through the Omnitrix before stopping it at Gutrot's silhouette.

"Just need to use some knockout gas and short term memory-erasing gas before dumping him into town," Ben muttered to himself as he slammed his hand onto the Omnitrix's dial. "Piece of cake."

Not really though. A green flash covered our hero before dying down to reveal the newest form he donned. This form was a large and very muscular humanoid tiger. A tuft of hair stuck out from the sides of each of his eyes, giving the impression of horns or eyelashes, and the being lacked the tail that Earth tigers had. Each wrist had a giant black claw sticking out of them and on the center of the being's chest stood the Omnitrix dial.

"**RATH**!" the newly-transformed Ben yelled out with a roar at the top of his lungs, which the orange-haired man still somehow did not notice.

"Huh, a cat in a hat," Mittelt said with an astonished blink from her seat. "Wow, Dr. Seuss much?"

Rath scowled before turning around and pointing a finger at her. "LET ME TELL YOU SOMETHING MITTELT, FALLEN ANGEL FRIEND AND GIRL I'M PRETTY SURE I HAVE A CRUSH ON!"

"_What?!_" Mittelt asked, startled and now blushing as she jumped from her seat.

"RATH IS NOT A CAT!" Rath shouted, ignoring Mittelt's behavior and question. "RATH IS AN APPOPLEXIAN! AN APPOPLEXIAN!"

"Ben, calm down!" Mittelt said in an attempt to relax everyone's favorite wrestling tiger alien from his rage. She was also fighting to keep her blush down and failing from the sudden confession.

"AND LET ME TELL _YOU_ SOMETHING MAN WHO'S NAME I DON'T KNOW!" Rath said, now pointing at the orange-haired man who _still_ hadn't noticed everything going on. "RATH DOESN'T APPRECIATE HOW YOU KEEP IGNORING RATH AND HIS FRIEND! IT MAKES RATH MAD!"

The orange-haired man continued to not notice them, much to the Appoplexian's growing fury. He unsheathed his wrist claws and started stomping towards the man with an angry scowl across his face.

"HEY, YOU LISTEN TO RATH WHEN RATH IS TALKING TO YOU!" Rath shouted as he grabbed the orange-haired man and threw him against the wall. Strangely, the man didn't grunt or react at all when he hit the wall and instead just attempted to get back up. When his eyes did land on Rath finally, instead of responding he just gave Rath the middle finger. That was the final piece needed to make the cat-like alien lose all self-restraint.

"OH, THAT IS _IT_! PREPARE TO FEEL _RATH'S WRATH_ MAN WHO'S NAME I DON'T KNOW!"

And with that, the bloodthirsty alien pounced.

* * *

**A few hours later….**

"Hey guys, I'm back!" Raynare called out as she entered the main room a few hours later after the man had entered the building. For some unknown reason, she was now wearing a red hat with a white flower on it. "I picked up some pepperoni and sausage pizza for us to eat so I hope you don't-OH, IN THE NAME OF ALL THAT IS HOLY, WHAT HAPPENED HERE?!"

Slumped against the wall was a _very_ dead orange-haired man with blood splatters all over the wall behind him, puddles of blood underneath him and, strangely enough, his hands missing, almost as if they had been cut off. Standing in the corner was a very traumatized-looking Mittelt rocking back and forth muttering to herself while Rath was sleeping on a nearby couch with a smile on his face. He was still wearing the green hat.

"Mittelt, what _happened_ here?!" Raynare all but shrieked out in panic and shock at her discovery. The younger Fallen Angel said nothing, only continuing to rock to and fro in an attempt to comfort herself. Meanwhile, Raynare screaming had woken up Rath, who groggily got and stood up to greet his older sister figure.

"Yo, what's up Raynare?" Rath asked, lazily waving his hand at her.

"Ben! There is a dead human in our hideout!" Raynare yelled in a panic, gripping the sides of her head with a horrified look on her face. She also took note of the dried blood on the tips of Rath's wrist claws, which slightly reminded her of slasher movies for some reason.

"Oh, hey, how did he get here?" Rath said in an attempt to feign ignorance. It didn't work at all.

"Beeeeeen, what did you do?!" Raynare asked, not buying Rath's fake innocence.

"Me, I, da-ah, I didn't do this," Rath said, fumbling a little bit in the middle of his sentence.

"Explain what happened Ben!"

"Rath has never seen him before in his life."

"Why did you kill this person Ben?"

"Rath does not kill people. That is-that is Rath's least favorite thing to do."

"Tell me, Ben, exactly what you were doing before I got home," Raynare said, her hands on her hips as she shot Rath a glare and angrily tapped her left foot on the ground as she awaited the shapeshifter's explanation.

"Alright, let me tell you something Raynare. Rath was in here."

"Okay."

"Sitting on one of the couches."

"Yes."

"Playing I Spy with Mittelt to pass the time."

"Go on."

"And-uh-well this guy walked in and was ignoring me and Mittelt."

"Okay."

"So I went up to him."

"Yes."

"And I-uh-I threw up him against the wall and I stabbed him thirty-seven times in the chest when he gave Rath the finger."

A moment of silence reigned over the room. "..._Beeeeeeen_, that kills people!"

"Oh! Oh, wow! I-I-tt-I didn't know that."

"How could you not know that?!" Raynare shrieked incredulously like a banshee, stunned at both the fact that her little brother figure had just committed murder (guess he takes after his older sister XD) and that he was claiming ignorance at something so stupidly obvious.

"Yeah, Rath's in the wrong here," the Appoplexian admitted with crossed arms and a grunt. "Rath sucks."

"What happened to his hands?" Raynare asked, already somewhat dreading the answer. It didn't help that Rath had a tiny bit of what looked like dried ketchup near his mouth.

"What's that?"

"His hands," Raynare repeated, motioning to where the missing appendages would be on the body. "His hands, why-why are they missing?"

"Well, I-uh-I kind of cooked them up and ate them."

Raynare's eyes widened and jaw dropped at the confession. Yet another brief moment dominated the room.

"Beeeeen," Raynare said in a disappointed tone of voice.

"Well, I-I was hungry and, well, you know, when you crave hands, that's…."

"Why on Earth would you do that?!"

"Rath was hungry for hands! Give me a break!"

"Beeeeeen!"

"My stomach was making rumbles."

"Ben!"

"That only hands would satisfy!"

"What is wrong with you Ben?!"

"Well, Rath kills people and eats hands. That's-that's two things."

Then, in a moment where the world ceased to make sense, the roof exploded inwards to reveal a purple wyvern (which could have been identified as a Rathalos if a Monster Hunter franchise fan was nearby) flying inside of the ruined building. It landed on the ground and looked at Raynare, who in turn melted into the shadows.

"What?" Rath questioned as the wyvern shifted it's gaze to look at him with a crazed stare. Mittelt turned into an umbrella, unfurled herself and flew past Rath's head (who ignored it in favor of keeping his eyes on the Rathalos).

"READ MY FANFICS!" the purple Rathalos shouted before it started breathing fire all over the place. It started to rain Hershey chocolate bars from the now-exposed sky and a tornado made out of purple fire and cherry blossom petals went off in the distance. A warp portal opened up in front of Rath and Phil Billings hopped out from it, his clothing now made of trash bags for some reason.

"Bill?" Ben questioned before he somehow timed out (despite having Master Control). Ben looked down to find that his body was human once again. "Uh oh."

"I'm the Trashman!" Phil yelled out before the Rathalos ran up to him and swallowed him whole. It then turned it's sights to Ben with a predatory gaze and started running towards him. The creature spoke one more time in a deep demonic voice before it lunged at Ben.

"**READ MY FANFICS!**"

* * *

**…**

"GAH!" Ben said, shooting up from the ground in sheer terror at the thought of a purple wyvern forcing him to read his fanfics, whatever those were. The blankets on top of him were pushed away as he gasped for breath and the glass of water next to his makeshift bed on the floor was accidentally tipped over by his hand.

Mittelt and Raynare, who had been sitting nearby, shot up at his sudden awakening. The two immediately rushed over to each of his sides, one curious as to why her younger brother figure was terrified and the other worried about her crush.

"Oh man," Ben said, clutching his head as he noticed the splitting headache he had. "What happened?"

"A certain someone over there," Raynare said while pointing behind her back to a beaten-up Freed leaning against the wall with a look of pain on his face, "thought it would be funny to swap the water in your canteen out with some of Kalawarner's vodka. You fainted right almost as soon as you swallowed it according to Mittelt."

"When was that?" Ben questioned as he held his hand up to his head and made a mental note to transform into Heatblast later to burn the alcohol out of his system.

"Right as you were about to chase the guy from earlier out of the church after you lost the number game," Mittelt said, leaning slightly towards Ben and slinging his right arm over her shoulders and neck to support him as he stood up.

Somewhere in Kyoto, a certain Nine-Tailed Fox princess got slightly angry for reasons even she didn't know. But she did got the urge to find Ben and keep him away from any other girls.

For his safety of course.

Anyways, back to Kuoh Town.

"...really?" Ben asked, his anger growing as he glared at the white-haired exorcist. Freed got a chill down his spine at the pre-teen's glare but ignored it, instead choosing that it was wiser to make a snide remark.

"Man, ya really can't handle your alcohol, can ya shrimp? To think these guys keep you around."

"...hey guys, have I shown you my Appoplexian transformation of mine?"

"No, I don't remember you calling any of your transformations an Appoplexian," Raynare answered confusedly. "Why?"

"Oh, I just thought that I should show you guys right about now," Ben said menacingly as he started scrolling through the Omnitrix. A cold sweat had started to break across Freed's face now as Ben was helped to his feet by Raynare and Mittelt and was currently walking towards Freed.

"H-hey now brat, let's not be too hasty."

"Freed...Rath would like a word with you."

* * *

**Author's Notes**

**This omake was obviously based on Llamas with Hats by FilmCow. I most likely will not make a sequel for this since this was a spur of the moment thing.**

**Also, I had a Purp cameo near the end. Disclaimer: Purp actual did NOT know that I put that in and is not actually like that in real life. I just wanted to have some fun at his expense XD! If I get a comment from my own profile complaining about this, then I know who it is coming from, lol. Git trolled Purp!**

**Anyways, remember to vote on the poll and come back tomorrow to vote on the new poll. See ya next time!**


	9. Rewritten Chapters Incoming

Hello everyone. I know it's been a long time since I've updated this story and I don't have much of an excuse outside of "life" and "I've been busy". College has occupied a lot of my time (and Purp's) along with my social life, so I haven't had a whole lot of time to write.

Enough about that though; onto the title of this update. Yes, I am going to go back and rewrite all of my chapters. Thanks to some helpful criticism from a reviewer, I realized that I have botched up quite a number of things. The first reason for me going back and rewriting the chapters is to fix those things. My second reason is because I wanted to add an actual intro.

In my first chapter, I was basically like "go read the first chapter of The Null Fairy by Emiyn and come back". I now realize that that is both lazy and unoriginal. I'll still be using Emiyn's reason as to how Ben got trapped in the Null Void, but I'm actually going to write a chapter showing Ben getting stranded in the Null Void and his fight against Kevin & Vilgax.

Finally, before I end this I would like to say that there is a poll up on my profile. There were many things that I never gave answers for in my responses, so I am letting you guys decide one question which I will completely answer (like who is in the harem, what are the original transformations, etc…) in the Author's Forenote of the rewritten first chapter.

So, expect the first/new chapter on New Year's Day or within the following week and a half. I promise no consistent update schedules, but I will try to get it out during that time frame.

Anyways, thank you to the reviewer who, in a sense, "opened my eyes" and no thanks to the guest reviewer who keeps on leaving offensive messages that can't even apply to me since I am not of African descent (they are still hurtful though). I hope you all have a good day and, to those who write, happy writing.


	10. Insert Generic Announcement Title Here

**Hey guys. It's me, Omni. You guys have most likely been wondering when I'm going to post the newest/updated chapter(s) of Shapeshifter of Kuoh. There's no easy way to say this, so I'll just get it out of the way: they're not coming out.**

**I've lost my passion towards writing this story. It's not because of something that anyone has done, I've just lost my passion towards writing it and realized that I didn't have any actual plans for my story. I mean sure, I had ideas about what I wanted to do later, but I had no ideas for overarching plots or such. All in all, I just feel like what I was doing wasn't going to amount to anything.**

**However, despite how poorly thought-out my story's future was, I know that you guys were looking forward to what few future things I did have planned. Because of that, I decided that I would answer the three most voted-for questions that I had in my poll.**

**So, without further ado, the three most voted-for questions.**

* * *

_**Third most voted for question:**_ **What is Ben's Sacred Gear going to be and what are it's abilities?**

_**Answer:**_ **Ben's Sacred Gear was going to be called the Celestial Sword. It would basically just be that sword Skurd made with the Alien X DNA in the episode A New Dawn. The Celestial Sword would have had 9 abilities, with 8 of them decided by Bellicus and Serena during their debating and one decided by Ben. They are as follows: **

_**Anguish Reflection**_**, which would reflect projectile attacks back at the attacker.**

_**Humanis Novis**_**, which would create a burst of light around Ben that sends others flying back when in his human form. Ben has to say or think of **_**Humanis Novis**_' **name to activate it.**

_**Humanis Umbra**_**, which would create a liquid-like mass of physical darkness that would act as a shield for Ben when in his human form. Ben has to say or think of **_**Humanis Umbra's**_ **name to activate it. Yes, this is based off of Dark Shadow from My Hero Academia.**

_**Item Summon**_**, which could summon items at the cost of stamina. The larger or more complex the item, the more stamina it uses up. Yes, this is based off of Momo from My Hero Academia.**

_**Omni-Link**_**, which allows for the Celestial Sword to take up attributes from transformations in the Omnitrix, sometimes even changing what type of weapon the Celestial Sword is to reflect the transformation. For example, if it took up Four Arm attributes, it would become a warhammer, Grey Matter would be a ranged weapon, Heatblast would be a flaming version of the sword, etc…**

_**Ring of Rage**_**, which manipulates the mind of someone Ben perceives as an enemy into attacking their allies in a mad fury. This is activated by Ben drawing a glowing red circle in the air with the Celestial Sword. It can be dispersed remotely at will. It doesn't work on people with an exceptionally strong will.**

_**Ring of Reverence**_**, which manipulates the mind of someone Ben perceives as an enemy into becoming Ben's ally for an hour. It can be used on five people max and could be activated by Ben drawing a glowing blue circle in the air with the Celestial Sword. It doesn't work on people with an exceptionally strong will.**

_**Supernatural Cancel**_**, which cancels out all supernatural attacks towards Ben. This only activates when Ben is unconscious. No, this is not based off of Aizawa from My Hero Academia.**

_**Backstory Beam**_**, which is basically just a white beam that shoots from the tip of the sword. Being hit by the beam instills people with a basic knowledge of Ben's backstory. Yeah, Ben decided to make this the one ability he had a say in because he was tired of constantly explaining his backstory to people. Lul.**

* * *

_**Second most voted for question:**_ **When will Ben get the Ultimate Function and what original Ultimates have I made?**

_**Answer:**_ **Ben would have started working on the Ultimate Feature after the Rating Game with Riser Phenex and finished working on it just in time to use it against Kokabiel while fighting alongside the ORC and Xenovia. As for original Ultimates, my line-up looked like this.**

_**Ultimate Armodrillo**_**, which was a dusty brown color with a few bristly plumes sticking out of the top of the head and down the back and tail. The drill-arms would have been upgraded into being able to switch between regular arms, laser drills and extendable wrecking balls. **_**Ultimate Armodrillo**_ **also would have had greatly increased heat resistance and the ability to turn stone into lava by smashing his arms into the ground.**

_**Ultimate Blitzwolfer**_**, which was basically Blitzwolfer with pitch black fur, pupil-less red eyes and an additional two arms (inspired by the Viperwolves from Avatar). Blitzwolfer would have gained the ability to open teleportation portals by howling, almost supernatural camouflage skills when in a dark environment and the ability to release inaudible echolocation pulses from his mouth like Toothless in the Netflix Race to the Edge series.**

_**Ultimate ChamAlien**_**, which was basically a Chameleos from Monster Hunter without the wings and six eyes instead of the usual two. It would have become larger and gained several new abilities, which include a paralysis gas breath, a poison gas breath, an acidic gas breath, the ability to turn completely invisible and a long tongue that can grapple like an actual chameleon's. **_**Ultimate ChamAlien**_ **would be unable to talk since it's chittering language would be too advanced for the Omnitrix to translate like the Vulpimancer language.**

_**Ultimate Ripjaws**_**, which was a pitch black Ripjaws with blue bioluminescent stripes along it's sides. It would be larger than normal Ripjaws, have claws similar to Zs'Skayr's, an unhingeable jaw and a tail that is constantly merged in it's aquatic mode (even when out of the water). **_**Ultimate Ripjaws**_ **would have electroreception, generate whirlpools by swimming in loops fast enough and jaws strong enough to shatter diamonds. A disadvantage though is that **_**Ultimate Ripjaws**_ **enters a bloodlusting frenzy whenever he smells blood in the water.**

_**Ultimate Toepick**_**, which had a large, gorilla-like body with long, dreadlock-like hair in the same color as the original's skin. It would still have the same mask, but three eyes would be visible (inspired by the trolls in Skyrim). **_**Ultimate Toepick**_ **releases a hallucinogenic dust that only activates on those he deems an enemy. A non-effected person looking at **_**Ultimate Toepick**_ **would have the same reaction as looking at regular Toepick. An affected person can literally be scared to death if **_**Ultimate Toepick **_**desires it so.**

* * *

_**Most voted for question:**_ **Who will be in Ben's harem?**

_**Answer:**_ **The harem would have consisted of Bennia, Elmenhilde Karnstein, Ile, Koneko Toujou, Kunou, Le Fay Pendragon, Mittelt, Ophis, Ravel Phenex and Tosca. To be fair though, I have considered swapping Ophis out with Lilith since I think that would be a better match.**

* * *

**Now that all of that is out of the way, I would like to say thank you to everyone who followed/favorited this story or reviewed. For my first ever story on this website, you were all very supportive of me and my endeavors. Because of that, I feel like it's wrong to just leave this story to collect metaphorical dust in the metaphorical corner. Therefore, I am putting this story up for adoption.**

**If you are interested in adopting this story, then let me know through a review (don't PM me though, PMs no longer show in Gmail). If I find your writing to be adequate, I will send you the rest of the ideas I had planned.**

**Thank you everyone for making this such a memorable first story for me to work on. I'm so eager to continue writing on this website in the future and seeing how people will react to those future stories. Speaking of future stories, I have a few in mind… (check the new poll if you want specifics).**

**(P.S. Special thanks to Purp, who gave me a few ideas, and special apology to Bakuganman, who makes a few of my favorite stories on this website (even if I have been neglecting to read them lately, which I will be fixing very soon). Go read some of them.)**


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